HomeMy WebLinkAbout2005-05-24 Ordinance 4870ORDINANCE NO. 4870
ORDINANCE OF THE COUNCIL OF THE CITY OF PALO
ALTO APPROVING A DEVELOPMENT AGREEMENT BETWEEN
THE BOARD OF TRUSTEES OF THE LELAND STANFORD
JUNIOR UNIVERSITY AND THE CITY OF PALO ALTO,
INCLUDING THE MAYFIELD LEASE FOR THE
STANFORD/PALO ALTO COMMUNITY PLAYING FIELDS
rEhe Council of the City of Palo Alto does ORDAIN as
follows:
SECTION 1. Recitals.
A. The City and Stanford University have negotiated a
Development Agreement under which Stanford will build new
community recreation fields at the site of the former Mayfield
School and lease the improved si te to the Ci ty for a dollar a
year in rent ("the Mayfield Lease"); construct 250 units of new
housing, including at least 50 units of Below Market Rate
Housing; and implement a number of measures with respect to
future development in the Research Park designed to lessen its
impacts on others, including the hiring of a transportation
demand management coordinator for the Research Park and the
operation of certain shuttles during certain time periods. The
City will permit Stanford to relocate most of the existing
commercial space presently on the identified housing sites to
other locations within the Research Park. To accommodate this
relocated space, Stanford will be permitted to increase the
maximum floor area ratio and site coverage on certain sites, but
there will be no increase in the total amount of commercial
square footage permitted in the Research Park. The Mayfield
Lease will be accepted by the City in full satisfaction of any
mitigation that might otherwise be required of Stanford by the
County of Santa Clara to address the impact of new Stanford
residents living in the County in new housing constructed under
the General Use Permit approved by the County in 2000.
B. For the projects to be built under the terms of the
Development Agreement, Stanford also receives certain
assurances, among them that the City will not reduce the maximum
permitted floor area in the Research Park before 2011; that
Stanford will be able to develop under the regulations and
policies in effect in June 2003 except as otherwise specified in
the Development Agreement; that these projects will have
1
050525 syn 0091565
priority over certain other commercial development in obtaining
new utility and drainage capacity in the event of a shortage;
and that the architectural review of these projects will be more
limited than would otherwise be the case.
C. Under the terms of the Agreement, Stanford has the
right to terminate it, and the Mayfield Lease for the community
recreation fields, if this ordinance is subject to a referendum
or or if litigation is commenced seeking to rescind the City's
decision to enter into this Agreement.
Section 2. Findings.
The City Council finds and determines that:
A.
agreement
65867.
Notice
has been
of intention to consider the
given pursuant to Government
development
Code section
B. The Planning and Transportation Commission and the
City Council have each conducted a public hearing on the
Development Agreement and amendments to the Palo Alto
Comprehensive Plan Land Use Map, the Zoning Ordinance, and
Zoning Map.
C. The City Council has reviewed the contents of the
Final Environmental Impact Report ("FEIR") prepared for the
Projects, and all other relevant information, including staff
reports, and all testimony, written and oral, presented on the
matter.
F. The City Council finds and determines that the
development agreement is consistent with the Comprehensive Plan
of the City of Palo Alto, as amended. The City Council has
specifically considered the regional welfare and the impacts of
the development agreement upon the regional welfare. The City
Council finds and determines that the benefits of the project
set forth in the development agreement, and findings including
statements of overriding consideration set forth in Resolution
8520, establish the reasonable relationship of the Projects and
of the approvals to the regional welfare.
SECTION 3. rfhe City Council hereby approves the
Development Agreement between the Board of Trustees of the
Leland Stanford Junior University and the City of Palo Alto, a
copy of which is attached hereto as Exhibit "A", and authorizes
the Mayor to execute the agreement on behalf of the City.
2
050525 syn 0091565
SECTION 4. The City Clerk is directed to cause a copy
of the development agreement to be recorded with the County
Recorder not later than ten (10) days after it becomes
effective.
SECTION 5. The City Council adopts this ordinance in
accordance with the California Environmental Quality Act ("CEQA")
findings adopted by Resolution No. 8520.
SECTION 6. This ordinance shall be effective upon the
thirty-first (31st) day after its adoption.
INTRODUCED: MAY 2, 2005
PASSED: MAY 24, 2005
AYES: BEECHAM, BURCH, KLEINBERG, MORTON, OJAKIAN
NOES: KISHIMOTO
ABSTENTIONS:
NOT PARTICI PATING : CORDELL, FREEMAN, MOSSAR
ABSENT:
APPROVED AS TO FORM:
S~:;~~torney
3
050525 syn 0091565
APPROVED: ~
May~
City Manager d~R
Director of PlanJin; and
Community Environment
This document is recorded
for the benefit of the City
of Palo Alto and is entitled
to be recorded free of charge
in accordance with Section 6103
of the Government Code.
After Recordation, mail to:
OFFICE OF THE CITY ATTORNEY
City of Palo Alto
250 Hamilton Avenue
P.O. Box 10250
Palo Alto, Ca 94303
EXHIBIT IIAII
DEVELOPMENTAGREENffiNT
Between
CITY OF PALO ALTO, A Chartered City
and
BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY,
A body having corporate powers under the laws of the
State of California
TABLE OF CONTENTS
Recitals
A. Definitions ........................................................................................................................ 6
B. Outline of Terms .............................................................................................................. 6
C. Nature and Purpose of Development Agreements ........................................................... 6
D. Authority for City Development Agreements .................................................................. 7
E. Comprehensive Plan ......................................................................................................... 7
F. Nature of Recitals ............................................................................................................. 7
G. Construction of Agreement .............................................................................................. 7
Body of Agreement
1. Definitions ........................................................................................................................ 7
1.1. 2003 Rules and Modified 2003 Rules ...................................................................... 7
1.2. Architectural Review Approval ............................................................................... 8
1.3. Associated Square Footage ..................... · ................................................................. 8
1.4. City ........................................................................................................................... 8
1.5. Comprehensive Plan ................................................................................................ 8
1.6. Days ......................................................................................................................... 8
1.7. Designated Project ................................................................................................... 8
1.8. Designated Site ........................................................................................................ 8
1.9. Development Agreement Act ................... : .............................................................. 8
1.10.Development Impact Fees ........................................................................................ 9
1.11.Discretionary Action ............................................................................................... 9
1. 12.Dwelling Unit. .......................................................................................................... 9
1. 13.Effective Date .......................................................................................................... 9
1. 14.Existing Improvements ............................................................................................ 9
1. 15.Existing Square Footage .......................................................................................... 9
1.16.FAR and floor area ratio ........................................................................................... 10
1. 17.Gross Floor Area ...................................................................................................... 10
1.18.Housing .................................................................................................................... 10
1. 19.Housing Site ............................................................................................................. 10
1.20.Mayfield Lease ......................................................................................................... 10
1.21.Mayfield Site ............................................................................................................ 10
1.22.Mortgage .................................................................................................................. 10
1.23.Mortgagee ................................................................................................................ 10
1.24.Party ......................................................................................................................... 11
1.25.Phase 1 Square Footage and Phase 2 Square Footage ............................................. 11
1.26.Related Housing ....................................................................................................... 11
1.27.Replacement Square Footage ................................................................................... 11
1.28.Research Park ............................................................................................................ 11
1.29.Signatory Party ......................................................................................................... 11
1.30.Site ........................................................................................................................... 11
1.31.Stanford .................................................................................................................... 11
050512 syn 0091543 1
1.32.Subsequent Approvals ............................................................................................. 11
1.33.Subsequent Rules ..................................................................................................... 11
1.34.Subsequent Applicable Rules .................................................................................. 12
1.35.Term ......................................................................................................................... 12
1.36.Vested Right. ............................................................................................................ 12
2. Interest of Stanford .......................................................................................................... 12
3. Binding Effect ................................................................ ; ................................................. 12
4. Negation of Agency ......................................................................................................... 12
5. Stanford's Promises ......................................................................................................... 12
5.1. Mayfield Lease .......................................................................................................... 12
5.2. Athletic Fields ........................................................................................................... 13
5.3. Compliance With Agreement; No Obligation to Develop
Replacement Square Footage .................................................................................... 13
5.4. Housing .......................................................................................................... : .......... 13
5.5. Below Market Rate Units .......................................................................................... 13
5.6. Traffic Mitigation Program ....................................................................................... 14
6. City's Promises ................................................................................................................ 14
6.1. Replacement and Associated Square Footage ......................................................... 14
6.1.1. Replacement Square Footage .......................................................................... 14
6.1.2. Associated Square Footage ............................................................................. 15
6.1.3. Uses ................................................................................................................. 15
6.1.4. Development Standards .............................. ; ................................................... 15
6.1.5. Subsequent Approvals for Phase 2 Square Footage and Construction ........... 15
6.2. Mayfield Lease .......................................................................................................... 16
6.3. Research Park Designated Sites ................................................................................ 16
6.3.1. Designated Sites .............................................................................................. 16
6.3.2. Designated Projects ......................................................................................... 16
6.3.3. FAR Shift up to 25% Over Base ..................................................................... 17
6.3.4. Utility and Storm Drain Connections ............................................................. 17
6.3.5. Waste Treatment Capacity .............................................................................. 18
6.3.6. Storm Drain Capacity ..................................................................................... 18
6.3.7. Dedication of Property for Public Purposes ................................................... 18
6.3.8. Improvement Requirements ............................................................................ 18
6.3.9. Limitation on Design Review ......................................................................... 19
6.3.10. Development Impact Fees ............................................................................. 19
6.4. Vested Right to Build Housing ................................................................................. 19
6.4.1. Right to Build 250 Units ................................................................................. 19
6.4.2. Environmental Conditions .............................................................................. 20
6.4.3. Other Conditions ............................................................................................. 21
6.4.4. Housing Development Standards; Site Development
Regulations ....................................................................................................... 21
6.4.5. Utility and Storm Drain Connections .............................................................. 21
6.4.6. Waste Treatment Capacity ............................................................................... 21
6.4.7. Storm Drain Capacity ...................................................................................... 22
6.4.8. Dedication of Property for Public Purposes .............................................. , ..... 22
6.4.9. Improvement Requirements ............................................................................. 22
050512 syn 0091543 2
6.4.10. Limitation on Design Review ....................................................................... 22
6.4.11. Planned Community Standards ..................................................................... 24
6.5. No Reduction in Research Park FAR ....................................................................... 24
6.6. Full Mitigation of GUP Community Service Impacts .............................................. 24
6.7. No Moratoria and/or Growth Limitation Ordinances;
No Phasing or Timing of Development.. .................................................................. 24
6.8. Subsequent Rules ...................................................................................................... 25
6.9. Cooperation and Implementation .............................................................................. 25
6.10. Subsequent Discretionary Approvals ...................................................................... 25
6.11. Entitlement to Develop ........................................................................................... 25
7. Exceptions ............................................................................................................. : ......... 26
8. Exclusions ....................................................................................................................... 26
8.1. Sewer Facilities ......................................................................................................... 26
8.2. Storm Drains and Runoff .......................................................................................... 26
8.3. Creek Protection, Restoration, and Enhancement.. ................................................... 26
8.4. Subsequent Applicable Rules ................................................................................... 26
8.5. Dedications, Exactions, Mitigations and Reservations ............................................. 27
8.6. No Effect on Right to Tax, Assess, or Levy Fees or
Charges ..................................................................................................................... 27
8.7. No Limit on Right of City to Adopt and Modify Uniform
Codes ....................................................................................................................... 27
8.8. No Limit on Power of City to Adopt and Apply Rules
Governing Provision and Use of Utility Services ..................................................... 27
8.9. Retained Right to Discretionary Design Review of
Stanford Projects ....................................................................................................... 27
8.10. California Environmental Quality Act Compliance ............................................... 27
8.11. No General Limitation on Future Exercise of Police
Power ....................................................................................................................... 28
9. Right to Propose Additional Development Within Stanford
Research Park ................................................................................................................. 28
10. Periodic Review of Compliance; Special Review .......................................................... 28
10.1. Annual Report ......................................................................................................... 28
10.2. Director's Response and Recommendation ............................................................ 29
10.3. Hearings .................................................................................................................. 29
10.4. Default; Notice; Cure .............................................................................................. 29
10.5. Failure to Cure Default ........................................................................................... 30
11. Proceeding Upon Modification or Termination .............................................................. 30
11.1. Notice to Stanford ................................................................................................... 30
11.2. Hearings on Modification or Termination .............................................................. 30
11.3. Determination of Compliance ................................................................................. 30
12. Default by City ................................................................................................................ 31
13. Modification or Amendment by Mutual Agreement ...................................................... 31
14. Remedies for Default .................................................................................................. 31
14.1. Binding Arbitration ............................................................................................ 31
14.1.1. Claim ....................................................................................................... 31
14.1.2. Meet and Confer ...................................................................................... 32
050512 syn 0091543 3
14.1.3. Response ................................................................................................. 32
14.1.4. Arbitrator ................................................................................................. 32
14.1.5. Proceedings ............................................................................................. 32
14.1.6. Arbitrator's Fees and Costs ..................................................................... 33
14.1.7. Proceeding to Enforce ............................................................................. 33
14.2. Limitation of Parties' Liability for Damages ..................................................... 33
14.3. Release of City ................................................................................................... 33
14.4. Venue and Reference ......................................................................................... 34
15. Superseding State or Federal Law ............................................................................... 34
16. Notices ....................................................................................................................... 34
17. Tenn of Agreement; Force Majeure ............................................................................ 35
17.1. Basic Tenn ......................................................................................................... 35
17.2. Extension for Default or Moratorium ................................................................. 35
17.3. Force Majeure .................................................................................................... 35
17.4. Limitation ........................................................................................................... 36
18. Assignment; Right to Assign ....................................................................................... 36
18.1. Assignment of Interests, Rights & Obligations .................................................. 36
18.2. Transfer Agreements .......................................................................................... 36
18.2.1. Written Agreement. ................................................................................. 36
18.2.2. Consent Required for Assignment of BMR Obligations ........................ 37
18.2.3. Non-Assuming Transferees ..................................................................... 37
18.'3. Release of Stanford ............................................................................................ 37
19. Mortgagee Protection .................................................................................................. 37
19.1. No Impainnent ................................................................................................... 38
19~2. Notice of Default by Stanford ....................................................... ; .................... 38
19'.3. Notice ................................................................................................................. 38
19.4. Mortgagee in Possession .................................................................................... 38
20. Miscellaneous .............................................................................................................. 38
20.1. Effect of Recitals ................................................................................................ 38
20.2. Construction ....................................................................................................... 39
20.3. Severability ......................................................................................................... 39
20.4. Representation and Warranty of Title and Authority ......................................... 39
20.5. Time ................................................................................................................... 39
20.6. Waiver ................................................................................................................ 39
20.7. Governing State Law .......................................................................................... 39
20.8. Determination of Compliance ............................................................................ 40
20.9. Entire Agreement ............................................................................................... 40
20.10. No Third Party Beneficiaries ............................................................................ 39
20.11. Authority to Execute ........................................................................................ 40
20.12. Administrative Appeal ..................................................................................... 40
20.13. Exhibits ............................................................................................................. 41
20.14. Signature Pages ................................................................................................ 41
20.15. Precedence ........................................................................................................ 41
20.16. Recordation ...................................................................................................... 41
20.17. Referendum ...................................................................................................... 41
20.18. Mayfield Lease ................................................................................................. 42
050512 syn 0091543 4
Exhibits
Exhibit A -Map of Research Park
Exhibit B -Selected 2003 Rules
Exhibit C -Below Market Rate Units
Exhibit D -Alternative Development Standards (Chapter 18.62)
Exhibit E -Mayfield Lease
050512 syn 0091543 5
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (hereinafter "Agreement") is entered into as of
this _ day of ,2005, by and between the CITY OF PALO ALTO, a chartered city of
the State of California (hereinafter "City"), and THE BOARD OF TRUSTEES OF THE
LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws
of the State of California (hereinafter "Stanford").
RECITALS
THIS DEVELOPMENT AGREEMENT is entered into on the basis of the following
facts, understandings and intentions of the parties:
A. Definitions.
These Recitals use certain terms with initial capital letters that are defined in Section 1 of
this Agreement. City and Stanford intend to refer to those definitions when the capitalized terms
are used in these Recitals.
B. Outline of Terms.
Under this Agreement, under the conditions described below, Stanford will lease to the
City, for fifty-one years, the Mayfield Site at the comer of Page Mill Road and EI Camino Real,
for use by the City for the purposes defined in the lease. The City in tum will grant to Stanford
. the vested right to demolish and relocate 300,000 square feet of existing office development and
. to build 250 Dwelling Units on the cleared sites, in accordance with the rules described below.
Stanford will have the vested right to use this, and certain other existing or rebuilt square footage
in the Research Park, for office/research and development uses until this Agreement expires.
Under this Agreement, Stanford will be permitted to exceed the floor area ratio currently allowed
on certain sites by the zoning by no more than twenty five percent. The total square footage
available for non-residential development in the Research Park is not increased by this
Agreement. In addition City will accept the lease of the Mayfield Site as mitigation for any
community service impacts on the City resulting from all future development at Stanford that
was authorized by the General Use Permit approved by the County of Santa Clara in December
of 2000. The City also agrees not to reduce the floor area ratio in the Stanford Research Park
until 2011, the year in which the City plans to review its Comprehensive Plan. Stanford agrees
to build at least 250 units of housing in the Research Park at the identified sites.
C. Nature and Purpose of Development Agreements.
Development agreements were authorized by the State of California in 1979, through the
adoption of Government Code Sections 65864-65869.5. These statutes authorize a city to enter
into binding agreements for the development of real property within the city. Because California
has a "late vesting" rule, landowners usually cannot be certain that they can proceed with a
development project until they have actually obtained a building permit and started bUilding.
This lack of certainty can discourage long range planning and investment and make it more
difficult for cities to provide needed public facilities. A development agreement, in which a city
050512 syn 0091543 6
agrees that, for a certain period of time, it will not change the rules applicable to a project, and
the property owner agrees to assist with the provision of public facilities, can benefit all parties.
D. Authority for City Development Agreements.
Pursuant to Government Code Section 65865, the City adopted Resolution No. 6597
establishing procedures and requirements for consideration of development agreements in Palo
Alto.
E. Comprehensive Plan.
In July of 1998, the City of Palo Alto adopted its 1998-2010 Comprehensive Plan, a
document containing the City's official policies on land use and community design,
transportation, housing, natural environment, business and economics, and community services.
Its policies apply to both public and private properties. The Plan is used by the City Council and
Planning Commission to evaluate land use changes in the City, including the adoption of this
development agreement. It is intended to guide City land use decisions through 2010.
F. Nature of Recitals.
These recitals are intended in part to paraphrase and summarize this Agreement,
however, the Agreement is expressed below with particularity and the Parties intend that their
rights and obligations be detennined by those provisions and not by the Recitals.
G. Construction of Agreement.
This Agreement, inter alia, grants vested rights to Stanford for certain specified
development with the limitations and conditions in the Agreement. Because this is one of the
overriding purposes of the Agreement, no inference should be drawn from the fact that the
Agreement sometimes makes reference to some promises as "vested" and in other cases does not.
Similarly, this Agreement modifies some of the City's 2003 Rules (as defined in Section 1.1),
and no inference should be drawn from the fact that in some instances the Agreement expressly
states that it is modifying the 2003 Rules and in other instances does not. Finally, although
Sections 5 and 6 are respectively labeled "Stanford's Promises" and "City's Promises," promises
of both parties are contained in each section.
NOW, THEREFORE, the parties do hereby agree as follows:
1. Definitions.
In this Agreement, unless the context otherwise requires:
1.1. 2003 Rules and Modified 2003 Rules.
"2003 Rules" means the City's ordinances, resolutions, rules, regulations and official
policies in effect on June 10, 2003, including those that are listed in Exhibit B attached hereto.
Any such ordinance, resolution, rule, regulation or official policy shall be deemed part of the
2003 Rules, regardless of whether it is included within Exhibit B. 2003 Rules also includes
050512 syn 0091543 7
those that were adopted subsequently and that are listed in Exhibit B. The "Modified 2003
Rules" means the 2003 Rules, as modified by this Agreement and the Ordinance amending the
Zoning Ordinance to add Chapter 18.62 as set forth in Exhibit D attached hereto.
1.2. Architectural Review Approval.
"Architectural Review Approval" means architectural review approval or site and design
approval as required by the Modified 2003 Rules for a particular project.
1.3. Associated Sguare Footage.
"Associated Square Footage" means the Gross Floor Area in Existing Improvements on
Designated Sites, or replacement of such Gross Floor Area, designated as such by Stanford
pursuant to Section 6.1.2 and used in connection with Replacement Square Footage.
1.4. City.
"City" means the City of Palo Alto.
1.5. Comprehensive Plan.
','Comprehensive Plan" means the 1998-2010 Palo Alto Comprehensive Plan.
1.6. Days.
"Days" shall mean calendar days.
1.7. Designated Project.
"Designated Project" is a project that includes Replacement Square Footage on a
Designated Site designated by Stanford as provided in Section 6.3.2 of this Agreement, and
which may also include Associated Square Footage. A Designated Project may be less than an
entire Designated Site, but shall be no less than an entire building and shall include only
Replacement Square Footage and Associated Square Footage.
1.8. Designated Site.
"Designated Site" is a Site in the Research Park selected by Stanford for development of
Replacement Square Footage by notice pursuant to Section 6.3.1. A Designated Site shall include
at least one Designated Project and may include other buildings.
1.9. Development Agreement Act.
"Development Agreement Act" means Sections 65864 -65869.5 of the California
Government Code.
050512 8yn 0091543 8
1.10. Development Impact Fees.
"Development Impact Fees" means all fees now or in the future collected by the City
from applicants for new development (including all forms of approvals and permits necessary for
development) for the funding of public services, infrastructure, improvements or facilities, but
not including taxes or assessments, or fees for processing applications or permits or for design
review. The fees included in this definition include, but are not limited to those included in
Chapters 16.45, 16.47 and 16.58 of the Municipal Code as set forth in the 2003 Rules, those for
traffic improvements and mitigation, and those for other facilities or related purposes (including
school facility fees imposed by the City but not including any school fees imposed by a school
district); provided nothing herein shall preclude City from collecting fees lawfully imposed by
another entity having jurisdiction which City is required or authorized to collect pursuant to State
law.
1.11. Discretionary Action.
"Discretionary Action" includes a discretionary approval or disapproval and means an
action that requires the exercise of judgment, deliberation or a decision, and that contemplates
and authorizes the imposition of revisions or conditions by City, including any board,
commission or department and any officer or employee thereof, in the process of approving or
disapproving a particular activity, as distinguished from an activity that merely requires City,
including any board, commission or department and any officer or employee thereof, to
determine whether there has been compliance with applicable statutes, ordinances, regulations,
or conditions of approval.
1.12. Dwelling Unit.
"Dwelling Unit" means a room or group of rooms, including living, sleeping, eating,
cooking, and sanitation facilities, constituting a separate and independent housekeeping unit,
occupied or intended for occupancy by one household on a non transient basis and having not
more than one kitchen.
1.13. Effective Date.
"Effective Date" means June 10,2003.
1.14. Existing Improvements.
"Existing Improvements" means the buildings and associated improvements on a
Designated Site on the Effective Date.
1.15. Existing Square Footage.
"Existing Square Footage" means buildings and associated improvements on a Housing
Site on the Effective Date.
050512 syn 0091543 9
1.16. FAR and floor area ratio.
"FAR" and "floor area ratio" mean the maximum ratio of Gross Floor Area on a site to
total site area.
1.17. Gross Floor Area
"Gross Floor Area" is defined in the 2003 Rules at Section 18.04.030(65)(A) and (B) of
the Municipal Code.
1.18. Housing.
"Housing" means the 250 Dwelling Units that Stanford is required to build under this
Agreement.
1.19. Housing Site.
"Housing Site" means the land upon which some of the Housing is built or proposed to
be built. Currently, the Housing Sites are the existing leaseholds commonly known as 2450,
2470, and 2500 EI Camino Real (collectively sometimes the "EI Camino Sites"), and 1451, 1501
and 1601 California Avenue, Palo Alto, California (collectively, sometimes the "California
Sites"). At its option, Stanford may include 505 California A venue in the EI Camino Sites. Any
,substitute Site selected pursuant to Section 6.4.2 below shall also be a Housing Site under this
Agreement. A Housing Site need not correspond exactly to an existing leasehold, but instead
may be less than a leasehold or a combination of two or more leaseholds or portions thereof.
J .20. Mayfield Lease.
"Mayfield Lease" means that certain ground lease to be entered into by and between
Stanford as Landlord and City as Tenant, with respect to the Mayfield Site. A copy of the
Mayfield Lease is attached hereto as Exhibit E.
1.21. Mayfield Site.
"Mayfield Site" means the real property owned by Stanford and described on Exhibit A
to the Mayfield Lease.
1.22. Mortgage.
"Mortgage" means and refers, singly and collectively, to any mortgages, deeds of trust,
security agreements, assignments and other like security instruments encumbering all or any
portion of the Research Park or Stanford's rights under this Agreement.
1.23. Mortgagee.
"Mortgagee" means the holder of any Mortgage encumbering all or any portion of the
Research Park or Stanford's rights under this Agreement, and any successor, assignee or
transferee of any such Mortgage holder.
050512 syn 0091543 10
1.24. Party.
"Party" means a signatory to this Agreement, or a successor or assign of a signatory to
this Agreement.
1.25. Phase 1 Square Footage and Phase 2 Square Footage.
"Phase 1 Square Footage" and "Phase 2 Square Footage" are defined in Section 6.1.1.
1.26. Related Housing.
"Related Housing" is defined in Section 6.1.5.
1.27. Replacement Square Footage.
"Replacement Square Footage" is defined in Section 6.1.1.
1.28. Research Park.
"Research Park" means that area so labeled on Exhibit A.
1.29. Signatory Party.
"Signatory Party" means a signatory to this Agreement and does not include successors
or assigns.
1.30. Site.
"Site" means a leasehold or assessor's parcel (or multiple leaseholds or assessor's
parcels) in the Research Park used by City for purposes of determining compliance with zoning
and Comprehensive Plan standards, including FAR and setbacks.
1.31. Stanford.
"Stanford" means the Board of Trustees of the Leland Stanford Junior University, a body
having corporate powers under the laws of the State of California.
1.32. Subsequent Approvals.
"Subsequent Approvals" means any approval or other action by City for which Stanford
applies after June 10, 2003 that is necessary or desirable to implement the rights vested in
Stanford by this Agreement, including discretionary and ministerial approvals.
1.33. Subsequent Rules.
"Subsequent Rules" means all City ordinances, resolutions, rules, regulations and official
policies in effect at the time a City action is to be taken, as they would apply to the Designated
Sites and Designated Projects or to Housing Sites and Housing had this Development Agreement
not been adopted.
050512 syn 0091543 11
1.34. Subsequent Applicable Rules.
"Subsequent Applicable Rules" means the City ordinances, resolutions, rules, regulations
and official policies that are adopted and become effective after the Effective Date that do not
conflict with the Modified 2003 Rules, or that are expressly made applicable to the subject
matter of this Agreement by Sections 7 or 8, below.
1.35. Term.
"Term" shall mean the term of this Development Agreement as set forth in Section 17.
1.36. Vested Right.
"Vestec;l Right" means a property right conferred by this Agreement that may not be
taken by City.
2. Interest of Stanford.
As of the Effective Date, Stanford represents that it has a legal or equitable interest in the
Research Park, which is the property that is subject to this Agreement.
3. Binding Effect.
Except as otherwise expressly provided herein, the burdens of this Agreement shall be
binding upon, and the benefits of this Agreement shall inure to, the Parties' successors in interest
or assignees to any portion of the Research Park. Provided, Stanford's benefits under this
AgreeI11ent shall inure only to those to whom Stanford has expressly assigned them and only to
the extent of the assignment.
4. Negation of Agency.
The Parties acknowledge that, in entering into and performing this Agreement, each
Party is acting as an independent entity and not as an agent of the other in any respect. Nothing
contained herein or in any document executed in connection herewith shall be construed as
making City and Stanford joint venturers or partners.
5. Stanford's Promises.
5.1. Mayfield Lease.
No later than thirty-five days after this Agreement has been fully executed by the
Signatory Parties, Stanford shall execute and deliver to City duplicate originals of the Mayfield
Lease; provided that City shall not take possession of the Mayfield Site until Stanford has
completed the work described in Section 5.2, and the City has accepted the work and
acknowledged that it has been completed in accordance with this Agreement and the Mayfield
Lease.
050512 syn 0091543 12
5.2 Athletic Fields.
Stanford shall construct "The StanfordlPalo Alto Community Playing Fields" in
accordance with the Mayfield Lease. Stanford shall commence such construction within 100
days after the City's adoption of the ordinance authorizing the Agreement, but in no event before
the Mayfield Lease is fully executed, and shall diligently prosecute the construction to
completion, provided that construction shall not commence during the period commencing
October 1 and ending April 15 unless the Parties mutually agree otherwise.
5.3. Compliance With Agreement; No Obligation to Develop Replacement Square
Footage.
Stanford shall comply with the tenns and conditions of this Agreement when developing
the Designated Projects. Nothing contained in this Agreement shall require Stanford to construct
all or any part of the Replacement Square Footage.
5.4. Housing.
Stanford shall construct 250 Dwelling Units on the Housing Sites, including at least 41
of these units on the EI Camino Sites or a substitute Site as provided in Section 6.4.2, in
accordance with the terms of this Agreement. Stanford shall file an initial application for at least
185 units by December 31,2013, and for the remaining units by December 31,2020. If more
than one Subsequent Approval is required for the first or any subsequent phase, Stanford shall
diligently file applications for the additional approvals as soon as feasible after the approval of
the initial application. Stanford's obligation to construct 250 Dwelling Units is conditioned upon
City granting and approving all Subsequent Approvals under the terms of this Agreement for the
construction of Housing proposed by Stanford. Upon receipt of building permits, Stanford shall
diligently prosecute construction to completion. Stanford's obligations relating to Housing under
this Agreement (except for BMR Units, addressed in Section 5.5 below) shall remain in effect
until such Housing is built and ready to be occupied.
5.5. Below Market Rate Units.
Notwithstanding any subordination to a third party that Stanford may require pursuant to
Exhibit C attached, Stanford shall provide Below Market Rate ("BMR") Units as provided in
Exhibit C attached, and its obligations to provide such BMR Units shall remain in effect for the
term of affordability set forth in Exhibit C, and shall survive the Term of this Agreement. If
Stanford elects to construct the "70 BMR Unit Alternative" in Exhibit C and intends to assign
any of its obligations in this Agreement relating thereto to a third party developer or provider
pursuant to Section 18 below, Stanford shall provide City with satisfactory proof that such
developer or provider has an adequate record of building affordable housing of sufficient quality
and/or a demonstrated management capability for operating such affordable housing, as the case
may be. Any such assignment shall not be effective unless and until approved by the City under
the procedures in Section 18, and such approval shall not be unreasonably withheld. If there is
such an assignment, then prior to construction of the 70 BMR Unit Alternative Stanford shall
submit the specifications for the interiors of buildings and individual units to City for review to
determine if they are of sufficient quality, as specified in Exhibit C. If Stanford and City are
050512 syn 0091543 13
unable to agree on the adequacy of the specifications, the matter shall be submitted to an
independent architect (jointly selected by Stanford and City) for review, and Stanford shall abide
by the architect's determination and modify the specifications to the extent required by that
determination.
5.6 Traffic Mitigation Program.
5.6.1. In addition to those mitigations provided in Section 8.10 below and no later than
six months after the start of construction of any of the Phase 1 Square Footage, Stanford will (1)
employ a half-time, qualified Transportation Demand Management ("TDM") coordinator for the
Research Park, and (2) continue or resume, as the case may be, the current service and route for
the existing Hanover Shuttle. Stanford's obligations under this section 5.6.1 shall terminate when
the first 100,000 square feet of Existing Square Footage is demolished. For purposes of this
Agreement, the Hanover Shuttle means that dedicated peak-hour shuttle required by the final
2475 Hanover Mitigated Negative Declaration that serves the Page Mill
RoadlHanover/Califomia A venuelEl Camino Real super-block.
5.6.2. As additional development is proposed in the Research Park beyond that for which
vested rights have been granted under this Agreement, the City will evaluate it in the context of
the long term TDM program outlined in the EIR for full Research Park build-out. Nothing in this
Agreement shall preclude the City from otherwise exercising its full discretion in evaluating or
mitigating the traffic or any other impacts of any such additional development in the Research
Park.
6. City's Promises.
6.1. Replacement and Associated Sguare Footage.
6.1.1. Replacement Sguare Footage.
City hereby grants to Stanford the vested right to develop, construct and use a total of
300,000 square feet of Gross Floor Area on one or more Designated Sites, together with
additional associated space exempt from the definition of Gross Floor Area (pursuant to Section
18.04.030(65)(B)(i), (ii) and (iv) of the Municipal Code as set forth in the 2003 Rules) (the
"Replacement Square Footage") during the Term. The amount of Replacement Square Footage
vested in and available to Stanford upon execution of this Agreement shall be 100,000 square
feet (sometimes hereafter "Phase 1 Square Footage"). The remaining 200,000 square feet
(sometimes hereafter "Phase 2 Square Footage") shall be developed as provided below in
Section 6.1.5. Stanford may use the Replacement Square Footage to construct new buildings, to
enlarge existing buildings, or to construct enlarged buildings to replace Existing Improvements.
Stanford shall advise the City, in writing, when applying for approval of a project to construct
Gross Floor Area in the Research Park, ,whether the new floor area is to be considered
Replacement Square Footage.
050512 syn 0091543 14
6.1.2. Associated Square Footage.
Stanford is hereby granted the right to designate a total of 1,200,000 square feet as
Associated Square Footage (as defined in Section 1.3) for use in connection with Replacement
Square Footage in one or more Designated Projects.
6.1.3. Uses.
The permitted uses of the Replacement Square Footage and Associated Square Footage
during the Term shall be those described in the 2003 Rules, including each and every permitted
use specified therein in Chapter 18.60 "LM Limited IndustriallResearch Park District
Regulations."
6.1.4. Development Standards .
. The development standards for Replacement Square Footage and Associated Square
Footage, including but not limited to floor area ratio, setbacks, height limits, parking and loading
standards, minimum site dimensions, and site coverage during the Term shall be those described
in the Modified 2003 Rules.
6.1.5. Subsequent Approvals for Phase 2 Square Footage and Construction.
Stanford is entitled to replace demolished Existing Square Footage with Phase 2 Square
Footage when it is sufficiently committed to build a Housing project on the Site made available
by the demolition (hereinafter "Related Housing"), as provided in this section. Stanford may
apply for Subsequent Approvals for Phase 2 Square Footage at any time. Stanford may demolish
existing buildings and clear (but not excavate) the Site of such Phase 2 Square Footage at any
time. Upon Stanford's compliance with the Modified 2003 Rules governing issuance, City shall
issue building permits for the Phase 2 Square Footage; provided Stanford shall not be entitled to
receive a building permit for construction of any project utilizing Phase 2 Square Footage until
(a) demolition of the related Existing Square Footage and (b) the occurrence of one of the
following with respect to the application for the Related Housing:
• Architectural Review Approval by the Director of Planning and Community
Environment ("the Director") without an appeal; or
• Architectural Review Approval by the City Council after an appeal; or
• Appeal without action by the City Council' within 60 days after the appeal is
filed; or
• Expiration of the applicable cumulative period without action by the Director
approving or denying an application for Architectural Review Approval of the
Related Housing ("the pending application"). For purposes of this Section 6.1.5
the applicable cumulative period shall be determined by adding (a) the number of
days allowed for decision on the pending application under sections 65950
through 65951 of the Permit Streamlining Act and (b) the number of days, if any,
050512 syn 0091543 15
allowed for preparation of environmental documentation for the pending
application under section 21151.5 of CEQA. For example, the applicable
cumulative period for decision on a pending application for which a negative
declaration is prepared would be sixty days [Gov't Code § 65950(a)(3)] plus 180
days [Pub. Res. Code § 21151.5(a)(1)(B)] for a total of 240 days from the date
the pending application was determined or deemed complete. [ld. at
§ 21151.5(a)(2).] For further example, the applicable cumulative period for
decision on a pending application that is exempt from CEQA would be 60 days
after the City determines the project is exempt [Gov't Code, § 65950(a)(4)], as
CEQA does not provide any time limit for making that determination.
Neither the Director nor the Architectural Review Board shall refer the matter to, nor
shall it be heard by the Planning Commission or City Council (except on appeal) not
withstanding Chapters 18.77, 18.78 and 18.82 of the Municipal Code as set forth in the 2003
Rules. Upon Stanford's compliance with the Modified 2003 Rules governing issuance, City
shall issue occupancy permits for the Phase 2 Square Footage; provided Stanford shall not be
entitled to receive a certificate of occupancy for such Phase 2 Square Footage until it has
commenced construction of the Related Housing under an issued building permit or until the
expiration of an applicable time period above, whichever is earlier. City shall not require the
construction or completion of Phase 2 Square Footage as a condition to any Subsequent
Approval required for the Housing, including building and occupancy permits. Stanford may
apply for Subsequent Approvals for all or any part of the Housing at any time and may begin
construction at any time after any required Subsequent Approvals are issued, so long as it
complies with the requirements of Section 5.4 of this Agreement.
6.2. Mayfield Lease.
Not later than thirty-five days after Stanford delivers duplicate executed originals of the
Mayfield Lease pursuant to Section 5.1 above, City shall execute an original of the Mayfield
Lease and return it to Stanford.
6.3 Research Park Designated Sites.
6.3.1. Designated Sites.
From time to time during the Term, Stanford may gi ve written notice to City that one or
more Sites in the Research Park is to be a Designated Site. Stanford may rescind any such
designation before commencement of construction of the Designated Project on the Site by filing
a written withdrawal of its application or, if the Project has been approved, by filing a written
surrender of the Subsequent Approvals for the Project.
6.3.2. Designated Projects.
From time to time during the Term, Stanford may define an existing or proposed
building or buildings on any Designated Site as a Designated Project. The total Gross Floor
Area that Stanford may define for all Designated Projects is the total of Replacement Square
Footage and Associated Square Footage -i.e., 1,500,000 square feet. Associated Square Footage
shall be designated by Stanford, as necessary to ensure that a Designated Project shall in its
050512 syn 0091543 16
entirety be subject to the same development standards. Stanford may rescind its designation of a
Designated Project at any time prior to commencement of construction of the Project by filing a
written withdrawal of its application or, if the Project has been approved, by filing a written
surrender of the Subsequent Approvals for the Project. Designations of a Designated Site and
Designated Project are irrevocable once construction commences on a Designated Project on the
Designated Site. Stanford shall have the vested right to develop, construct and use each
Designated Project under the Modified 2003 Rules. City shall permit construction of each
Designated Project subject only to Stanford obtaining Architectural Review Approval and
required building permits, 'complying with the conditions of the Architectural Review Approval,
paying all required fees (if any), and otherwise proceeding in compliance with this Agreement.
City shall permit occupancy and use of each Project upon Stanford's compliance with said
permits and applicable conditions of this Agreement and issuance of a certificate of occupancy as
required by section 16.04.120 of the Municipal Code as set forth in the 2003 Rules.
6.3.3. FAR Shift up to 25% Over Base.
Stanford may exceed the FAR allowed by the 2003 Rules on one or more Designated
Sites through the use of Replacement Square Footage, by an amount not to exceed twenty-five
percent (25%) of the amount otherwise allowed. Furthermore, FAR may be increased on a
Designated Site only if the proposed Designated Project complies with the Modified 2003 Rules,
and FAR may not be increased on any Site fronting on California A venue. Stanford may
develop each Designated Site with a coverage that does not exceed thirty percent (30%) of the
Designated Site, except that site coverage in areas zoned LM-5' and LM-5(D) shall not exceed
twenty-five percent (25%). If Stanford has used all of its Associated Square Footage but has
unused Replacement Square Footage and Stanford elects not to develop this Replacement Square
Footage as a stand alone building, Stanford may use this remaining Replacement Square Footage
to increase FAR of a development on another site by up to 25% of the amount otherwise
allowed, but such development shall not otherwise be treated as vested under this Agreement or
otherwise subject to the terms of this Agreement. If the FAR of the Designated Project does not
exceed the increased FAR allowed by this Section for the Designated Site, the City shall process
the application. If it does exceed the allowable FAR, the City shall permit Stanford to amend the
application to reduce the Designated Project to a size that does not exceed the allowable FAR,
and, if Stanford does not do so, the City may reject the application.
6.3.4. Utility and Storm Drain Connections.
Unless prohibited by a moratorium lawfully adopted by another governmental agency, or
by action taken by City in accordance with Sections 7 or 8, or by state or federal law, City shall
allow Stanford to connect the Designated Projects to the City's sanitary sewers, storm drains,
water service, gas service and electrical service in accordance with its generally applicable rules
in effect at the time of application for service and shall issue all permits and authorization
necessary for such connection and service. A moratorium shall not prevent the issuance of
discretionary or ministerial approvals for the Designated Project, provided that City shall not be
required to allow any connections or provide any services barred by the moratorium.
050512 syn 0091543 17
6.3.5. Waste Treatment Capacity.
Subject to any limitation imposed by state or federal law, in the event of a moratorium
preventing or limiting sanitary sewer connections, Stanford shall have priority for sanitary sewer
treatment capacity for the Designated Projects over other unbuilt commercial development.
Stanford shall not have priority over any residential, utility, governmental (including schools), or
community service uses such as private hospitals and day care facilities. Stanford shall have
priority over new commercial space, including but not limited to retail, office, and industrial
space; provided that Stanford must begin construction on the space for which it will make use of
its priority rights within twelve months after connection capacity becomes available and
diligently pursue construction until completion to retain its priority. This priority applies to
"domestic waste" and not "industrial waste."
6.3.6. Storm Drain Capacity.
Subject to any limitation imposed by state or federal law , in the event of a moratorium
preventing or limiting discharge or increased runoff to storm drains, Stanford shall have priority
for use of storm drains for the Designated Projects over other unbuilt commercial development.
Stanford shall not have priority over any residential, utility, governmental (including schools), or
community service uses such as private hospitals and day care facilities. Stanford shall have
priority over new commercial development, including but not limited to retail, office, and
industrial space; provided that Stanford must begin construction on the space for which it will
make use of its priority rights within twelve months after connection capacity becomes available
'and diligently pursue construction until completion to retain its priority.
6.3.7. Dedication of Property for Public Purposes.
No dedication of any interest in land, whether on-site or off-site, for park, recreation, or
open space, shall be required as a condition of a Designated Project. Provided, nothing in this
Section 6.3.7 limits, enlarges, or restricts those dedications or impositions that may be required
by state or federal law and nothing in this Agreement shall be deemed to allow dedications that
are contrary to, or prohibited by state or federal law or constitutions. Any required dedications
shall be applied on a nondiscriminatory basis, shall not unreasonably interfere with or burden
development of the Designated Site and shall be related to the context of the development of the
Designated Site.
6.3.8. Improvement Requirements.
Improvement requirements for a Designated Project shall be applied on a non-
discriminatory basis, shall not unreasonably interfere with or burden development on the
Designated Site, and shall be related to the context of development of the Designated Site. The
context shall include for the Designated Site the onsite implementation of Policy L-43 and
Program L-44 of the Comprehensive Plan. The City shall not impose any additional measures to
mitigate the traffic impacts of the Designated Projects except as provided in this Agreement and
the environmental impact report prepared on this Agreement.
050512 syn 0091543 18
6.3.9. Limitation on Architectural Review and Site and Design Review.
Stanford has the vested right to develop, construct and use all of its Replacement Square
Footage under the Modified 2003 Rules. Stanford shall apply for architectural review approval
or site and design approval as required by the Modified 2003 Rules (collectively "Architectural
Review Approval"); provided in all cases the decision shall be made by the Director of Planning
and Community Environment, after recommendation by the Architectural Review Board, subject
only to appeal to the City Council, pursuant to Section 18.77.070 of the Municipal Code as set
forth in the 2003 Rules, without review or recommendation by the Planning and Transportation
Commission. The provisions of this Section 6.3.9 shall apply to each architectural review or site
and design review process undertaken and Architectural Review Approval granted with regard to
a Designated Project. The City shall exercise its discretionary authority, including the
imposition of conditions, in a manner that does not reduce the square footage otherwise
allowable on a Site except as may be required by the Modified 2003 Rules, including
requirements for setbacks from roads, creeks, and residential areas; the City's engineering review
of ingress and egress to a site and of parking, pedestrian, bicycle, and motor vehicle circulation
on it; the preservation of trees as required by the Modified 2003 Rules; and the location of
utilities. City shall require a reduction in the size of the project because of these matters only in
accordance with an applicable law the application of which requires the reduction and then only
if there is no other feasible way to achieve City's objectives in which case the reduction shall be
the minimum necessary to do so. The City may require that all or some of the parking on a Site
be placed underground in order to accommodate the permitted FAR, including the 25% bonus,
but only to implement the creek protection policies and programs described in Section 8.3 below;
provided City may not require more than one level of underground parking or underground
parking outside of footprint of the proposed building. The City shall not require landscaping,
design, materials, finishes, or building methods which are substantially more expensive (after
adjusting for inflation) than those generally used in the Research Park in the ten year period prior
to the determination. Stanford shall have the burden of establishing the greater expense.
6.3.10. Development Impact Fees.
City shall not require Stanford to pay Development Impact Fees for any of the
Designated Projects, except Stanford shall pay Development Impact Fees required of housing
projects to the extent any of the Designated Projects includes housing.
6.4. yes ted Right to Build Housing.
6.4.1. Right to Build 250 Units.
City grants to Stanford the vested right to build 250 Dwelling Units on the Housing Sites
in accordance with the provisions of this Agreement. Except as set forth in this Agreement, City
shall not impose any condition or regulation regarding the timing or phasing of construction of
the Housing. City shall permit construction of each Housing project subject only to Stanford
obtaining Architectural Review Approval and required building permits, complying with the
conditions of the Architectural Review Approval, paying all required fees, taxes, and
assessments, and otherwise proceeding in compliance with this Agreement. City shall permit
occupancy and use of each Dwelling Unit in each Housing project upon Stanford's compliance
050512 syn 0091543 19
with said pennits and applicable conditions of this Agreement and issuance of a certificate of
occupancy as required by section 16.04.120 of the Municipal Code as set forth in the 2003 Rules.
6.4.2. Environmental Conditions.
Prior to filing an application for development of a Housing Site, Stanford shall obtain a
Phase 1 environmental report for the Housing Site. If appropriate, based on the Phase 1 report,
Stanford shall undertake a Phase 2 sampling plan. If the Phase 2 sampling results show evidence
of soil or groundwater contamination at levels that may require corrective action or the
implementation of engineering controls, site use restrictions or deed restrictions ("Controls"),
Stanford shall prepare a work plan for corrective action and/or Controls ("Work Plan") and a risk
assessment to identify acceptable cleanup goals for the intended use of the Housing Site.
Stanford shall submit the Work Plan and risk assessment to DTSC, the Regional Water Quality
Control Board, or any other environmental regulatory agency with jurisdiction, at Stanford's
election ("the Oversight Agency") for review and approval. Stanford shall undertake any
corrective measures and/or implement any Controls deemed necessary by the Oversight Agency
to reduce any risk identified as unacceptable based upon that analysis and review. If the
measures or Controls for any Housing Site are not economically, technically or physically
feasible or if they or the conditions expected to exist after remediation substantially affect the
marketability of the units or materially impact the ability. to develop the Housing Site or
materially increase the exposure of Stanford to claims or liability (an "Infeasible Site"), Stanford
shall construct the Housing on the remaining Housing Sites in accordance with the housing
development standards in Section 6.4.4 or identify a substitute for the Infeasible Site within the
Research Park (a "substitute Site"). The parties shall amend this Agreement as necessary (a) to
permit Housing to be constructed on the substitute Site and to extend the Term for a reasonable
time, if necessary, to pennit construction on the substitute Site, taking into account the term of
any then-existing lease of the substitute Site, and (b) to extend the dates specified in Section 5.4
as necessary, including to take into account the term of the ground leases of the remaining
Housing Sites. Stanford shall have the right to relocate any Existing Square Footage displaced
by construction on the substitute Site, which, for all purposes, shall be Replacement Square
Footage the use of which shall be governed by the terms of this Agreement, as later amended
pursuant to this Section, provided that the Replacement Square Footage under this Agreement
shall not exceed 300,000 square feet. Stanford shall have the right to replace the Existing Square
Footage on any Infeasible Site and to use such replacement for any of the uses set forth in the
2003 Rules for such Site, but it shall not be included in the 300,000 square feet limit for
Replacement Square Footage in this Agreement or otherwise be subject to the terms of this
Agreement.
6.4.3. Other Conditions.
With respect to each Housing Site, Stanford shall obtain a site-specific circulation
analysis for review by the City's Traffic Engineer; shall implement any conditions imposed by
the City based on that analysis and review that are pennitted by this Agreement and otherwise
lawful; and shall comply with the applicable provisions of the Subdivision Map Act. The
analysis shall include only an analysis of the number and locations of curb cuts and the
connections of on-Site streets and drives to the public street system. Nothing in this Agreement
shall preclude the City from requiring additional mitigation for the traffic or circulation impacts
050512 syn 0091543 20
of any Housing project when proposed on a substitute Site under Section 6.4.2 or of the use or
replacement of the Existing Square Footage on any Infeasible Site under Section 6.4.2, if
changed circumstances or new information indicate that such impacts will be significant and are
not adequately mitigated by anything required in this Agreement or in the environmental impact
report prepared on this Agreement.
6.4.4. Housing Development Standards; Site Development Regulations.
The site development regulations for the LM District (sections 18.60.050 and 18.60.070
of the Municipal Code as set forth in the 2003 Rules) shall not apply to the Housing. Instead,
Stanford may elect to develop the whole of the El Camino Sites or the whole of the California
Sites (a) under the site development regulations of the following zoning districts as set out in the
2003 Rules: RM-15 for.the California Sites, and RM-40 for the El Camino Sites; or (b) pursuant
to Subsequent Rules, provided that the residential density shall not exceed 15 units per acre for
the California Sites and 40 units per acre for the El Camino Sites; or (c) under the site
development regulations of the following zoning districts as set out in the Modified 2003 Rules:
the AS 1 Alternative Development Standards for the El Camino Sites and the AS2 Alternative
Development Standards for the California Sites in Chapter 18.62 attached as Exhibit D hereto; or
(d) under a PC zoning district under the conditions, terms, restrictions, and requirements set out
in Section 6.4.11 of this Agreement. Stanford may make separate elections for the El Camino
Sites and the California Sites. Once Stanford has elected to proceed with new development under
one of the options set out above, that option shall apply to all development on the El Camino
Sites or the California Sites, as the case may be. For any substitute Site selected pursuant to
Section 6.4.2 above, Stanford may elect to develop the whole of each substitute Site (a) pursuant
to new housing development standards mutually agreed between the Parties, (b) under the site
development regulations of the applicable zoning district for the substitute Site as set out in the
Modified 2003 Rules, (c) pursuant to the Subsequent Rules, or (d) under a P<;: zoning district
under the conditions, terms, restrictions, and requirements set out in Section 6.4.11 of this
Agreement. In the sale or rental of the Housing, Stanford shall not discriminate against
households with children or on the basis of the age of renters or buyers.
6.4.5. Utility and Storm Drain Connections.
Unless prohibited by a moratorium lawfully adopted by another governmental agency, or
by action taken by City in accordance with Sections 7 or 8, or by state or federal law, City shall
allow Stanford to connect the Housing to the City's sanitary sewers, storm drains, water service,
gas service and electrical service in accordance with its generally applicable rules in effect at the
time of application for service and shall issue all permits and authorization necessary for such
connection and service. A moratorium shall not prevent the issuance of discretionary or
ministerial approvals for the Housing, provided that City shall not be required to allow any
connections or provide any services barred by the moratorium.
6.4.6. Waste Treatment Capacity.
Subject to any limitation imposed by state or federal law, in the event of a moratorium
preventing or limiting sanitary sewer connections, Stanford shall have priority for sanitary sewer
treatment capacity for the Housing over unbuilt non-residential development; provided, Stanford
050512 syn 0091543 21
shall not have priority over any utility, governmental (including schools), or community service
uses such as private hospitals and day care facilities. In the event of such a moratorium, Stanford
must begin construction on the space for which it will make use of its priority rights within
twelve months after connection capacity becomes available and diligently pursue construction
until completion to retain its priority. This priority applies to "domestic waste" and not
"industrial waste."
6.4.7. Storm Drain Capacity.
Subject to any limitation imposed by state or federal law, in the event of a moratorium
preventing or limiting discharge or increased runoff to storm drains, Stanford shall have priority
for use of storm drains for the Housing over unbuilt non-residential development; provided,
Stanford shall not have priority over any utility, governmental (including schools), or community
service uses such as private hospitals and day care facilities. In the event of such a moratorium,
Stanford must begin construction on the space for which it will make use of its priority rights
within twelve months after connection capacity becomes available and diligently pursue
construction until completion to retain its priority.
6.4.8. Dedication of Property for Public Purposes.
No dedication of any interest in land, whether on-site or off-site, for park, recreation, or
open space, shall be required as a condition of a project for the construction of Housing.
Provided, nothing in this Section 6.4.8 limits, enlarges, or restricts those dedications or
impositions that may be required by state or federal law and nothing in this Agreement shall be
.. deemed to allow dedications that are contrary to, or prohibited by state or federal law or
constitutions. Any required dedications shall be applied on a nondiscriminatory basis, shall not
unreasonably interfere with or burden development of the Housing and shall be related to the
context of the development of the Housing Site.
6.4.9. Improvement Requirements.
Improvement requirements for a Housing project shall be applied on a non-
discriminatory basis, shall not unreasonably interfere with or burden development of the
Housing, and shall be related to the context of development of the Housing on a Housing Site.
The context shall include for the Housing Site the on site implementation of Policy L-43 and
Program L-44 of the Comprehensive Plan. The City shall not impose any additional measures to
mitigate the traffic impacts of the Housing, except that the City (a) shall be entitled to impose
generally applicable, lawful Development Impact Fees, including those relating to traffic
impacts, under Sections 8.5 and 8.6 below, (b) may impose additional mitigation for the traffic or
circulation impacts of any Housing project on a substitute Site under the terms of Section 6.4.3
above, and (c) may impose any other mitigation related to traffic otherwise provided in this
Agreement and the environmental impact report prepared on this agreement.
6.4.10. Limitation on Design Review.
Stanford has the vested right to develop, construct and use the Housing under the
Modified 2003 Rules. Prior to the issuance of building permits for any of the Housing, Stanford
shall obtain Architectural Review Approval, as required by the Modified 2003 Rules; provided in
050512 syn 0091543 22
all cases the decision shall be made by the Director of Planning and Community Environment,
after recommendation by the Architectural Review Board, subject only to appeal to the City
Council, pursuant to Section 18.77.070 of the Municipal Code as set forth in the 2003 Rules,
without review or recommendation by the Planning and Transportation Commission. The
provisions of this Section 6.4.10 shall apply to each architectural review process undertaken and
each Architectural Review Approval granted with regard to any of the Housing and to any
commercial space in a building containing Housing on the EI Camino Sites. For Housing
proposed for development under the ASI or AS2 Alternative Development Standards in
Exhibit D hereto and for substitute Sites proposed for development under housing development
standards mutually agreed upon pursuant to Section 6.4.4, City shall limit its architectural review
process and Architectural Review Approval (a) to a determination whether the Housing complies
with such standards and (b) to approval of lighting, noise levels (including equipment screening),
landscaping (including trash enclosures) and of the exterior materials and finishes of the
buildings and other structures. With respect to the California Sites, if proposed for development
under the AS2 Standards in Exhibit D, the City may also review massing, roof forms, and site
plans limited to the California A venue edge of the California Sites, and then only to the extent
that the projects submitted for approval do not already (1) approximate the horizontal rhythm of
building-to-sideyard setback and fa<;ade areas, including the relationship of first and second
. stories, of California A venue residential properties located across the street from, or in the
vicinity of the California Sites, (2) reflect the eclectic nature of the design of residences on the
north side of the street and include similar opportunities for landscaping. If Stanford elects to
develop Housing under any standards other than ASI or AS2 in Exhibit D, the above-described
limitations on Architectural Review Approval shall not apply, unless the parties mutually agree
on housing development standards for such Housing that includes these limitations. The City
shall not require landscaping, design, materials, finishes, or building methods which are
substantially more expensive (after adjusting for inflation) than those generally used for similar
housing projects in the City in the ten year period prior to the Architectural Review Approval.
Stanford shall have the burden of establishing that the expense is greater.
The City shall not deny an application for approval of Housing or directly or indirectly
reduce or increase the number of units of Housing proposed, so long as the Housing conforms to
the applicable development standards set forth in Section 6.4.4 above and the other terms of this
Agreement. However, City may require a reduction in the number of units of the project in
accordance with the requirements of this Agreement or a state or federal law (other than CEQA),
the application of which requires the reduction, but only if there is no other feasible way to
comply with this Agreement or the law, in which 'case the reduction shall be the minimum
necessary to do so. Also, City may condition its approval in a manner consistent with this
Agreement. For Housing proposed for development under the ASI or AS2 Alternative
Development Standards in Exhibit D hereto and for substitute Sites proposed for development
under housing development standards mutually agreed upon pursuant to Section 6.4.4, (a)
Stanford may build attached or detached units or a mixture thereof and may determine, in its
discretion, the type, size, location, floor plan, and configuration of the Housing, so long as the
Housing complies with such standards and the other terms of this Agreement, and (b) except as
provided in this Agreement, City shall not impose any condition or regulation regarding the
location of the Housing or any portion of it.
050512 syn 0091543 23
6.4.11. Planned Community Standards.
Stanford also may develop some or all of the Housing Sites, or portions thereof, under a
Planned Community District if approved by the City Council. The benefits conferred by this
Agreement shall be deemed conclusively to satisfy the requirements of section 18.68.060(b) of
the Municipal Code included in the 2003 Rules. City shall exercise its best efforts to process any
such application expeditiously. The City shall have the discretion to set the terms of the PC
Zoning consistent with the terms of this Agreement.
6.5. No Reduction in Research Park FAR.
Prior to 2011, the City shall not reduce the maximum permitted Floor Area Ratio for any
portion of the Research Park from that set forth in the Modified 2003 Rules. The City retains the
right,to alter permitted uses of such floor area, except with regard to the Housing and Designated
Projects. The City also retains the right to reduce the square footage of any individual additional
development proposed in the Research Park (beyond that for which vested rights have been
granted under this Agreement).
6.6. Full Mitigation of GUP Community Service Impacts.
The Mayfield Lease shall constitute full satisfaction of Condition of Approval P.8 of the
.General Use Permit. The City further waives any right it may have to require other mitigation of
.' impacts of development in the County under the General Use Permit on community services in
Palo Alto, including park and recreation, cultural arts, child care, and library facilities and
programs. "Community services" do not include police, fire, or emergency medical services .
. . Nothing herein contained shall prevent City from proposing that the County require additional
mitigation of impacts that may result from development by Stanford in addition to that
authorized or contemplated by the General Use Permit, whether by amendment of the General
Use Permit or by the grant of other entitlements after the Effective Date. City shall not advocate
enforcement of said condition in any way that is inconsistent with this Section 6.6. The City
does not waive such rights as it may have to advocate that Stanford provide additional
community services on its own campus to address the needs of those who live and work there, or
to require provision of childcare and other facilities in connection with other Stanford
development within the City.
6.7. No Moratoria and/or Growth Limitation Ordinances: No Phasing or Timing of
Development.
Stanford may develop all or any portion of the Designated Projects, and may develop the
Housing in such order and sequence as Stanford shall determine in its discretion, except for
Stanford's phasing and timing obligations with respect to Housing provided in Sections 5.4 and
6.1.5 above. Neither the right to develop nor the timing of development shall be affected or
limited by a phasing schedule, growth control ordinance, moratorium, or suspension of
development rights, whether adopted by the City Councilor a vote of the citizens through the
initiative process except to the extent imposed by this Agreement, supervening federal or state
law, order, rule or regulation or a Subsequent Applicable Rule that controls pursuant to Sections
7 or 8.
050512 syn 0091543 24
6.8. Subsequent Rules.
Subsequent Rules that conflict with the vested rights granted under this Agreement are
applicable to Stanford's vested development rights under this Agreement only under the
circumstances described in Section 7 below. Section 8 below describes the Subsequent Rules
that are expressly made applicable to the subject matter of this Agreement. This limitation
applies to changes made by ordinance, initiative, referendum, resolution, policy, order or
moratorium, initiated or instituted for any reason whatsoever and adopted by the Mayor, City
Council, Planning Commission or any other board, commission or department of City, or any
officer or employee thereof, or by the electorate.
6.9. Cooperation and Implementation.
The City shall cooperate with Stanford to implement this Agreement. Such cooperation
shall include, but without limitation, diligent processing of applications for approval of
development on the Housing Sites and on the Designated Sites that comply with the Modified
2003 Rules, the Subsequent Approvals, and the Subsequent Applicable Rules.
6.10. Subsequent Discretionary Approvals.
City shall permit Stanford to construct, carry out, complete, occupy and use the
development vested by this Agreement subject to any express conditions precedent to any such
action contained in this Agreement and otherwise subject to the tenns of the Agreement. City
shall not deny or unreasonably delay any Discretionary Action or Subsequent Approval that is
necessary or desirable to the exercise of the rights vested in Stanford by this Agreement,
including, but not limited to, construction, occupancy and use of the vested development. Any
conditions, terms, restrictions, and requirements for subsequent discretionary actions imposed or
required by City, including those provided for herein, shall not prevent development of the land
for the uses and to the density or intensity of development set forth in the Agreement. Except as
provided in Section 7 or 8 below, City shall not apply any Subsequent Rule that creates a
requirement for any additional subsequent Discretionary Action or Subsequent Approval, other
than ministerial approval, applicable to the Designated Projects or the Housing or Housing Sites.
6.11. Entitlement to Develop.
By this Agreement City has granted to Stanford the vested right to develop the
Designated Projects, and the Housing to the extent and in the manner provided in this
Agreement. City hereby finds that developmet;lt to be consistent with the Comprehensive Plan
and the Zoning Ordinance, as amended to include the AS 1 and AS2 zoning districts set forth in
Exhibit D. City shall not apply to the Designated Projects, or the Housing any change in the
Modified 2003 Rules (including, without limitation, any change in any applicable
Comprehensive, General or Specific Plan, zoning, subdivision ordinance or regulation) adopted
or effective after the Effective Date, that would conflict in any way with the vested rights of
Stanford, except as provided in Sections 7 and 8 below.
050512 syn 0091543 25
7. Exceptions.
To the extent Subsequent Rules (including a moratorium otherwise lawfully adopted by
City) conflict with the Modified 2003 Rules, they may be applied to Housing, Housing Sites,
Designated Sites and Designated Projects without Stanford's consent only (i) if City detennines
that application of such Subsequent Rules is necessary to protect against conditions that create a
substantial and demonstrable risk to the physical health or safety of residents or users of the Site
to which the Subsequent Rules apply or the affected surrounding region; or (ii) if such
Subsequent Rules are mandated or required by supervening federal, state or regional statute or
regulation.
8. Exclusions.
8.1. Sewer Facilities.
This Agreement does not affect Stanford's obligation, if any, to pay for or construct
needed improvements in the sewer collection system prior to connection to the sanitary sewers,
or its obligation to meet federal, state and local discharge limits and requirements.
8.2. Storm Drains and Runoff.
This Agreement does not affect Stanford's obligation, if any, to pay for or construct
needed improvements in the storm drain system. Neither does it affect Stanford's obligations to
meet federal, state and local requirements with respect to limiting both the amount and
contaminant load of runoff from any Site. In cases where the City's storm drain system
··downstream of a proposed land development project is handling flows at (or in excess) of its
peak capacities, Stanford is required to either 1) design the land development project to maintain
or reduce the current peak flow rate, or 2) upgrade the appropriate downstream City storm drain
lines as part of the land development project.
8.3. Creek Protection, Restoration, and Enhancement.
This Agreement does not limit City's discretion to implement Comprehensive Plan creek
protection policies and programs, including but not limited to Program N -7, even if this reduces
the FAR that could otherwise be constructed on a Designated Site or requires the use of one level
of parking that is subterranean and located under buildings. Provided, any Subsequent Rule that
requires a riparian open-space setback area in excess of one hundred feet from the actual top of
bank of a creek shall not be a Subsequent Applicable Rule when applied beyond the one hundred
foot protection zone; and provided further that in applying said policies City shall measure
setbacks from the actual top of the bank of the creek rather than from any theoretical or
calculated top of bank. On the Creek Sites shown as such on Exhibit A, no increase of FAR
shall be pennitted unless the full 100-foot setback can be achieved.
8.4. Subsequent Applicable Rules.
All development under this Agreement shall be subject to the Subsequent Applicable
Rules.
050512 syn 0091543 26
8.5. Dedications, Exactions, Mitigations and Reservations.
Except as provided in Section 6 herein, Stanford shall, in conjunction with development
in the Research Park, pay the processing and Development Impact Fees, make the dedications,
and construct the public improvements required to be paid, dedicated and constructed under the
Subsequent Rules.
8.6. No Effect on Right to Tax, Assess, or Levy Fees or Charges.
Except as expressly provided herein, this Agreement does not limit the power and right
of the City to impose taxes, levy assessments, or require the payment of fees and charges by
Stanford or any other entityin the City. All fees, charges, taxes and assessments permitted by
this Agreement, and as modified from time to time, are Subsequent Applicable Rules.
8.7. No Limit on Right of City to Adopt and Modify Uniform Codes.
This Agreement does not limit the right of the City, to the extent permitted by state law,
to adopt Building, Plumbing, Electrical, Fire and similar uniform codes, and to adopt local
modifications of those codes, from time to time. Those codes, as modified from time to time, are
Subsequent Applicable Rules.
8.8. No Limit on Power of City to Adopt and Apply Rules Governing Provision and Use
of Utility Services.
This Agreement does not limit the power and right of the City to adopt and amend from
time to time rules and procedures governing the provision and use of utility services provided by
the City. These rules, as modified from time to time, are Subsequent Applicable Rules. If there
is any conflict between such Rules and Sections 6.3.4 through 6.3.6 or 6.4.5 through 6.4.7 of this
Agreement, the latter shall control.
8.9. Retained Right to Discretionary Design Review of Stanford Projects.
Except as provided in Section 6 above, City retains its right to discretionary design
review of projects in the Research Park.
8.10. California Environmental Quality Act Compliance.
The City has prepared and certified an EIR and has imposed, or has agreed to impose
certain mitigation measures in a resolution adopted prior to the execution of this Agreement.
Stanford shall perform those mitigation measures when and where applicable, regardless of
whether they are referenced in this Agreement, or correspond to any measures or obligations set
forth herein. Because this Agreement and the EIR are intended to mitigate all impacts which can
feasibly be mitigated, City shall not impose on the Designated Projects or Housing projects, as a
condition to Architectural Review Approval or any Subsequent Approval or Discretionary
Action, any additional mitigation measures under CEQ A except measures that City is required to
impose by other state, regional or federal law or authorized to impose by this Agreement. This
Agreement does not limit the City's duty to comply with the provisions of the California
Environmental Quality Act and the associated Guidelines, and to comply with the provisions of
050512 syn 0091543 27
its own local CEQA procedures, as they may be amended from time to time, that comply with
the provisions of section 21082 of CEQA. However, the City shall not undertake additional
environmental review under CEQA unless required to do so by CEQA. In the event that any such
further environmental review is required for a Subsequent Approval or other Discretionary
Action, it shall be in accordance with Sections 15162-15164 of the CEQA Guidelines, and the
scope of analysis and evaluation shall be as required by CEQA. The limitations in this section
shall not apply to the City's environmental review or imposition of mitigation measures under
CEQA for any substitute Site selected pursuant to Section 6.4.2, or for any use or replacement of
the Existing Square Footage on any Infeasible Site under Section 6.4.2 to the extent that the
resulting impacts of the Housing Sites in which the Infeasible Site is located, are greater than
reviewed in the EIR.
8.11. No General Limitation on Future Exercise of Police Power.
The City retains its right to exercise its general police power except when such exercise
would conflict with the vested rights granted under this Agreement. The police powers so
retained and enforceable under this Agreement shall include, but are not limited to, the
enactment of regulations concerning the disposition of construction and demolition materials that
apply generally to the City.
9. Right to Propose Additional Development Within Stanford Research Park.
Stanford may apply for approval of development in the Research Park in addition to the
rights vested by this Agreement, including housing, replacement of existing Gross Floor Area
and construction of additional Gross Floor Area. City shall process and decide any such
application pursuant to the Subsequent Rules. Nothing herein shall be construed to limit the
exercise of discretion by City in reviewing and approving any such application.
10. Periodic Review of Compliance; Special Review.
The Director of Planning and Community Environment (the "Director") shall review this
Agreement at least every twelve months, at which time Stanford shall demonstrate good faith
compliance with the terins of this Agreement. In this review, the Director may rely on
information in addition to that provided in the annual report by Stanford required in Section 10.1
below. In addition the City Council may order a special review of compliance with this
Agreement at any time. The matter may proceed directly to hearing before the Planning
Commission and City Council under the procedures in Section 8 of Resolution 6597. Such
review shall not postpone or delay processing, hearing or determination of any application by
Stanford, and this Agreement shall continue in full force and effect during such review.
10.1. Annual Report.
Stanford shall, within thirty days after each anniversary of the Effective Date,
commencing with the first anni versary that occurs at least twelve months after the adoption of
the ordinance approving and authorizing this Agreement, submit a brief written report to the City
on the status of the Housing and on building activity in the Research Park that for the previous
year, (i) lists the additional square footage approved andlor built in the Research Park by Site;
(ii) lists any changes in Site boundaries and provides a map indicating the changes, which need
050512 syn 0091543 28
not be a surveyed map; (iii) lists the Replacement Square Footage built and Associated Square
Footage used during the previous year and since the Effective Date; (iv) lists applications for
additional square footage signed and authorized by Stanford, by Site, with the quantity of new
square footage for each; and (v) lists the Housing units, if any, under construction during the
previous year and since the Effective Date.
10.2. Director's Response and Recommendation.
Within sixty days after receiving Stanford's report, the Director shall make a preliminary
determination, based upon substantial evidence, whether Stanford has complied with the
Agreement in good faith or whether the failure of the City to terminate or modify the Agreement
would place the residents of the territory subject to the Agreement, or the residents of the City, or
both, in a condition dangerous to their health or safety (hereinafter referred to as "threat to health
or safety"), or both. The Director also shall specify any disagreement with the information
provided in accordance with Section 10.1 above. The Director shall, within the same time
period, deliver to Stanford a copy of his or her proposed determination, with a summary of the
substantial evidence upon which the determination is based. Failure of the Director to act within
sixty days after delivery of Stanford's annual report shall be deemed a finding by the City that
Stanford has complied in good faith with the Agreement. No such failure shall be deemed a
waiver of (1) City's right to conduct such a review at the next anniversary of the Effective Date,
(2) any violation of the Agreement that continues after such date, or (3) City's right to enforce
this Agreement for any such violation.
10.3. Hearings. '
If the Director determines that such non-compliance or threat to health or safety exists,
the Planning Commission and City Council shall hold hearings on the matter as provided in
Section 8 of Resolution 6597. Stanford shall be provided with notice of any such hearing and an
opportunity to be heard on the matters set forth in the notice. The burden of proof on the issues
shall be on Stanford. The decisions of the City shall be based upon substantial evidence in the
record.
10.4. Default; Notice; Cure.
10.4.1. If the City Council makes a finding that Stanford has not complied in good faith
with the terms and conditions of this Agreement, the City shall provide written notice to Stanford
describing: (a) such failure to comply with the terms and conditions of this Agreement (referred
to herein as a "Default"), (b) whether the Default can be cured, (c) the actions, if any, required by
Stanford to cure such Default, and (d) the time period within which such Default must be cured.
If the Default can be cured, Stanford shall have at least 45 days after the date of such notice to
cure such Default, or in the event that such Default cannot be cured within such 45-day period
but can be cured within one (1) year, Stanford shall have commenced the actions necessary to
cure such Default and shall be diligently proceeding to complete such actions necessary to cure
such Default within 45 days from the date of notice. If the Default cannot be cured or cannot be
cured within one (1) year, as determined by City during the periodic or special review, the City
Council may modify or terminate this Agreement as provided in Section 11.
050512 syn 0091543 29
10.4.2. If the City Council detel1lllnes that a threat to health or safety exists, it may
modify or suspend this Agreement as provided in Section 11.
10.5. Failure to Cure Default.
If Stanford fails to cure a Default within the time period set forth in Section 10.4, the
City Council may modify or tel1lllnate this Agreement as provided in Section 11.
11. Proceeding Upon Modification or Tel1lllnation.
11.1. Notice to Stanford.
If, upon a finding of Default under Section 10.4 and the expiration of the cure period
specified in Section 10.4 above or upon a finding that a threat to health or safety exists, City
detel1lllnes to proceed with modification or tel1lllnation of this Agreement, City shall give
written notice to Stanford of its intention so to do. The notice shall be given at least ten calendar
days before the scheduled hearing and shall contain the time and place of the hearing; a
statement as to whether or not City proposes to terminate or to modify the Agreement; and such
other information as is reasonably necessary to inform Stanford of the nature of the proceeding,
and the grounds for the proposed action.
11.2. Hearings on Modification or Tel1lllnation.
At the time and place set for the hearing on modification or tel1lllnation, Stanford shall
be given an opportunity to be heard on the matters set forth in the notice under Section 11.1,
.. including in the case of a Default whether it has been timely cured. The burden of proof on the
. 'issues shall be on Stanford. If the City Council finds, based upon substantial evidence, that any
Default has not been timely cured or if it has previously detel1lllned that a threat to health and
safety exists, the City Council may (a) tel1lllnate this Agreement, or (b) modify this Agreement
and impose such conditions as are reasonably necessary to protect the interests of City and to
address the Default. The decision of the City Council shall be final and subject to review only
by arbitration as provided in Section 14 below.
11.3. Detel1lllnation of Compliance.
If, at the conclusion of a periodic or special review, Stanford is found or deemed to be in
compliance with this Agreement, City shall, upon request by Stanford, issue a detel1lllnation of
compliance ("the detel1lllnation") to Stanford stating that after the most recent periodic or special
review and based upon the information known or made known to the Planning Director and City
Council that: (1) this Agreement remains in effect, and (2) Stanford is not in Default. The
detel1lllnation shall be in recordable form, shall contain information necessary to communicate
constructive record notice of the finding of compliance, shall state whether the detel1lllnation is
issued after a periodic or special review and shall state the anticipated date of commencement of
the next periodic review. Stanford may record the detel1lllnation without cost or expense to City.
050512 syn 0091543 30
12. Default by City.
If Stanford detennines that City has failed to comply with any of the City's obligations
under this Agreement, Stanford may provide written notice to the City describing its contentions
regarding (i) such failure to comply with the terms and conditions of this Agreement (referred to
herein as a "City Default"), (ii) whether the City Default can be cured, (iii) the actions, if any,
required of City to cure such City Default, and (iv) the time period within which such City
Default must be cured. If the City Default can be cured, City shall have at least 45 days after the
date of such notice to cure such Default, or in the event that such City Default cannot be cured
within such 45 days period but can be cured within one year, City shall have commenced all
actions necessary to cure such Default and shall be diligently proceeding to complete all such
actions necessary to cure such Default within 45 days from the date of notice. If Stanford
contends that the City Default cannot be cured or cannot be cured within one year, or if City fails
to cure within the applicable cure period as provided in this Section 12, Stanford shall give
notice to City of its contentions and either party may then proceed to arbitration.
13. Modification or Amendment by Mutual Agreement.
Subject to meeting the notice and hearing requirements of Section 65867 of the
Development Agreement Act, this Agreement may be modified or amended from time to time by
mutual consent of the Signatory Parties in accordance with the provisions of Section 65868 of
the Development Agreement Act and City's Resolution No. 6597.
14. Remedies for Default.
14.1. Binding Arbitration.
Any dispute between the Parties concerning this Agreement shall be resolved by
arbitration, including any claim that any Party is in default of this Agreement, or that such
default cannot or has not been cured, or that this Agreement should be modified or terminated for
breach or the existence of a threat to health and safety. The arbitration shall be final and binding
between the Parties, and the order of the arbitrator may be enforced in the manner provided for
enforcement of a judgment of a court of law pursuant to the applicable provisions of the
California Code of Civil Procedure. The arbitration shall be conducted in accordance with the
procedures set forth below.
14.1.1. Claim.
Any Party who has a claim (the "Demanding Party") hereunder to be resolved through
arbitration shall state the claim (the "Claim") in writing. The Claim shall include (i) the item or
matter in dispute, (ii) the Demanding Party's position, and (iii) a specific statement of the exact
relief the Demanding Party requests. Claims shall not be filed until parties have followed the
procedures for curing defaults set forth in Sections 10, 11, and 12.
050512 syn 0091543 31
14.1.2. Meet and Confer.
The Parties shall meet and confer no later than ten (10) days after the date of the Claim
in an attempt to resolve the matter raised by the Claim. If they are unable to reach a resolution
within twenty-one (21) days after the date of the Claim, then within ten (10) days thereafter, the
Demanding Party shall (i) restate its Claim, (ii) amend the Claim, or (iii) withdraw the Claim.
Failure on the part of the Demanding Party to withdraw or amend the Claim in writing shall
constitute a restatement thereof. .
14.1.3. Response.
If the Claim is not withdrawn within the ten (10) day period provided for in Section
14.1.2 above, the other party (the "Responding Party") shall, within fifteen (15) days after
expiration of the ten (10) day period provided for in Section 14.1.2 above, prepare a response to
the Claim (the "Response") specifying (i) the Responding Party's position on the Claim, and (ii)
the exact relief the Responding Party requests.
14.1.4. Arbitrator.
The matter or matters in dispute shall be submitted to the arbitrator (to be selected in the
manner provided below) on the basis of the issues as framed by the Claim (as the same may have
been amended pursuant to Section 14.1.2 above) and the Response. The arbitrator shall be a
person who is a member of the State Bar or a retired California judge with at least five (5) years
experience in alternative dispute resolution and with California land use,. the California
Environmental Quality Act ("CEQ A") , and real property law. If the parties are unable to agree
on the selection of an arbitrator within fourteen (14) days after the date of the Response, then
\ either party shall have the right to apply for the appointment of a duly qualified person to act as
arbitrator to the Presiding Judge of the Superior Court of the County of Santa Clara, State of
California, and neither party shall have any right to object to the qualifications of said Judge to
make such appointment. If the arbitrator resigns or refuses to serve, then a new arbitrator shall
be appointed as herein provided.
14.1.5.Proceedings.
As soon as convenient, but no later than thirty (30) days after appointment, the arbitrator
shall meet with the parties to hear evidence and argument on the Claim and Response. The
arbitrator shall not be bound by the Rules of Evidence in the conduct of such proceeding
although the arbitrator shall take account of said rules in considering the weight of the evidence.
The parties desire that the Arbitrator endeavor to conform to California law when making a
decision; however, the failure to do so shall not be grounds for any court to overturn, reverse or
modify the decision of the arbitrator which shall be final in the absence of any of the factors set
out in sections 1284 and 1286.2 of the Code of Civil Procedure, as those sections now exist. In
making a decision, the arbitrator may adopt (i) the relief requested in the Claim, or (ii) the relief
requested in the Response, or (iii) fashion a different result.
050512 syn 0091543 32
14. 1.6. Arbitrator's Fees and Costs.
Each party shall advance one-half (112) of any deposit required by the arbitrator and shal1
pay all of its own expenses and attorneys' fees in connection with the arbitration. The arbitrator
shall award to the prevailing party all reasonable expenses of arbitration, inc1uding costs and
attorneys', experts' and consultants' fees.
14.1.7. Proceeding to Enforce.
The arbitrator appointed as provided herein shall have the power and is expressly
authorized to make orders compelling compliance with the award, which orders may be
confirmed and enforced as provided in Title 9, Chapter 4, Article 1, section 1285 et seq. of the
Code of Civil Procedure. If any party fails to comply with an arbitration award, the other party
may seek to compel compliance either by petitioning the arbitrator or pursuant to said Article 1,
or both. The prevailing party in any such proceeding to compel compliance with or enforce the
award shall be entitled, in addition to any other relief, to recover its reasonable attorneys',
experts', and consultants' fees and costs from the losing party as determined by the arbitrator or
court in which said action or proceeding is pending. The arbitrator or court also shall award to
the prevailing party money damages for all losses accruing as a result of, or proximately caused
by the other party's failure to comply with the arbitrator's award, or with any subsequent order
or judgment or other process issued to compel compliance.
14.2. Limitation of Parties' Liability for Damages.
Neither party shall have any liability in damages to the other during the Term of this
Agreement or thereafter with respect to any acts that are alleged to have commenced or occurred
during the term of this Agreement and that arise (or allegedly arise) by reason of the terms
hereof, except as provided in Section 14.1.7 above with respect to a Party's willful failure to
comply with an arbitration award and except in cases in which the arbitrator determines that the
Party acted arbitrarily and capriciously or without any substantial evidence to support its action.
This provision limits the relief that may be sought or awarded under the binding arbitration
provisions of this section as well as any legal proceeding.
14.3. Release of City.
Except as provided above in Sections 14.1.7 and 14.2, Stanford, for itself, its successor
and assignees, releases City, its officers, agents and employees from any and all claims,
demands, actions or suits for monetary damages, known or unknown, present or future,
including but not limited to, any claim or liability, based or asserted, on Artic1e I, Section 19 of
the California Constitution, the Fifth and Fourteenth amendments of the United States
Constitution, or any other law or ordinance that seeks to impose any other liability or damage,
whatsoever, upon the City because it entered into this Agreement, because of the terms of this
Agreement, or because of the manner of implementation. Notwithstanding the foregoing,
nothing in this Agreement shall preclude Stanford from asserting in arbitration, as provided
herein, any claim, demand or action so long as Stanford does not seek money damages from City
other than as provided above in Sections 14.1.7 and 14.2.
050512 syn 0091543 33
14.4. Venue and Reference.
All legal and equitable actions and proceedings in connection with this Agreement which
for any reason are not arbitrated pursuant to Section 14.1 shall be heard by a general reference
from the Santa Clara County Superior Court pursuant to Code of Civil Procedure section 638, et
seq. Stanford and City shall agree upon a single referee who shall then try all issues, whether of
fact or law, and report a finding and judgment thereon and issue all legal and equitable relief
appropriate under the circumstances of the controversy before the referee. If Stanford and City
are unable to agree on a referee within ten (10) days of a written request to do so by either party
hereto, either party may seek to have one appointed pursuant to Code of Civil Procedure section
640. The cost of such proceeding shall initially be borne equally by the parties, subject to final
allocation pursuant to section 645.1. Any referee selected pursuant to this subsection shall be an
attorney or retired judge and the Parties shall stipulate that the referee is a temporary judge
appointed pursuant to Article 6, Section 21 of the California Constitution.
15. Superseding State or Federal Law.
If any state or federal law or regulation enacted or adopted after the date of this
Agreement shall prevent or preclude compliance with any of the provisions hereof, such
provisions shall be modified or suspended only to the extent and for the time necessary to
achieve compliance with said law or regulation and the remaining provisions of this Agreement
shall continue in full force and effect provided nothing contained herein shall preclude the
contractual defenses of impossibility of performance or frustration of purpose to the extent
.. recognized by California law. Upon repeal of said law or regulation or occurrence of other
circumstances removing the effect thereof upon this Agreement, the provisions hereof shall be
;' restored to their full original effect.
16. Notices.
All notices and other writings to be filed, delivered or served on the other Party and that
are required or provided for under this Agreement shall be in writing and shall be delivered
personally or by overnight courier service or sent by certified or registered mail, return receipt
requested. Any notice shall be deemed to have been duly given and received upon receipt.
Notices to the parties shall be addressed as follows:
City:
With copies to:
050512 syn 0091543
City Manager
City of Palo Alto
250 Hamilton Avenue
Palo Alto, California 94301
City Attorney
City of Palo Alto, 8th Floor
250 Hamilton A venue
Palo Alto, California 94301
34
Stanford:
With a copy to:
Director of Planning and Community Environment
City of Palo Alto, 5th Floor
250 Hamilton Avenue
Palo Alto, California 94301
Stanford Management Company
Managing Director, Real Estate
2770 Sand Hill Road
Menlo Park, California 94025
Office of the General Counsel
Stanford Univer~ity
P. O. Box 20386
Building 170, Main Quadrangle
Stanford, California 94305
Any party may change its address for notice by giving ten (10) days notice of such
change in the manner provided for in this paragraph.
17. Tenn of Agreement; Force Majeure.
17.1. Basic Tenn.
The tenn of this Agreement shall commence as of the Effective Date, and shall continue
for twenty-five (25) years from the adoption of the Ordinance authorizing this Agreement or
until earlier terminated by mutual consent of the parties or as otherwise provided by this
Agreement. The City's adoption of the Alternative Development Standards (Chapter 18.62) in
Exhibit D for Housing shall be a condition precedent to the effectiveness of this Agreement.
Upon the termination of this Agreement, no party shall have any further right or obligation
hereunder except with respect to any outstanding obligation which was required to have been
perfonned prior to such termination or with respect to any default in the perfonnance of the
provisions of this Agreement that has occurred prior to such termination or with respect to any
obligations or rights that are specifically set forth as surviving this Agreement.
17.2. Extension for Default or Moratorium.
If a Party is deprived of a benefit under this Agreement as a result of a moratorium or a
default by the other Party, then the first Party may elect to extend the Tenn of this Agreement
with respect to that benefit for the duration of the moratorium or default.
17.3. Force Majeure.
Perfonnance by either Party of an obligation hereunder shall be excused during any
period of "Permitted Delay." Permitted Delay shall mean delay beyond the reasonable control of
a Party including, without limitation, an inability to perfonn caused by (a) acts of God, including
without limitation earthquakes, floods, fire, and other natural calamities, (b) civil commotion; (c)
. riots or terrorist acts; (d) strikes or other labor disputes; (e) shortages of materials or supplies;
050512 syn 0091543 35
and (f) vandalism. A Party's financial inability to perfonn shall not be a ground for claiming a
Permitted Delay. The Party claiming the Permitted Delay shall notify the other Party of its intent
to claim a Permitted Delay, the specific grounds of the same and the anticipated period of the
Permitted Delay within 10 business days after the occurrence of the conditions which establish
the grounds for the claim. The period of Permitted Delay shall last not longer than the conditions
preventing perfonnance.
17.4. Limitation.
Notwithstanding the above, no extension or tolling of this Agreement shall extend City's
covenant in Section 6.5 above not to decrease the Floor Area Ratio in the Research Park.
18. Assignment; Right to Assign.
18.1. Assignment of Interests, Rights and Obligations. Subject to the provisions of this
Agreement, Stanford shall have the right to freely alienate, transfer, assign, lease, license and
otherwise convey all or any portion of its real property, including Housing Sites and Designated
Sites and improvements thereon (each, a "Transfer") (provided that no partial transfer shall be
permitted to cause a violation of the Subdivision Map Act, Government Code Sections 66410, et
seq.). Any portion so transferred is referred to herein as a "Transferred Site". Subject to the
conditions in this Section 18, in connection with any Transfer, Stanford may also assign all or
any portion of its interests, rights or obligations applicable to such Transferred Site under this
Agreement or under one or more Subsequent Approvals (an "Assignment") to any third party to
whom a Transfer of an interest or estate in a Site or any portion thereof is made (each, a
,"Transferee"). Except as otherwise expressly provided, as used in this Agreement, the tenns
'''Stanford'' and "City" shall include the party's transferees, successors and assigns.
18.2. Transfer Agreements.
18.2.1. Written Agreement. In connection with an Assignment by Stanford of any
obligations relating to Housing (other than an Assignment by Stanford to a Mortgagee as defined
in Section 1.23 and addressed in Section 19, or to a Non-Assuming Transferee as defined in
Section 18.2.3), Stanford and the Transferee shall enter into a written agreement in a fonn
satisfactory to the City Attorney (an "Assignment Agreement") regarding the respective
interests, rights and obligations of Stanford and the Transferee under this Agreement and any
included Subsequent Approvals. Stanford may at any time during the Tenn of this Agreement
seek the City's pre-approval of the fonn of Assignment Agreement, which approval shall remain
in effect unless and until Stanford subsequently alters such fonn. The City's approval of such
fonn shall be deemed given if the City Attorney has not provided a written approval or objection
within sixty (60) days of receiving the proposed fonn of the Assignment Agreement. Such
Assignment Agreement shall provide that the Transferee expressly and unconditionally assumes
all of the duties and obligations of Stanford applicable to the Transferred Site under this
Agreement. Stanford shall notify the City in writing at least ten (10) days in advance of the
Assignment, and concurrently with the Assignment shall provide City with an executed copy of
the Assignment Agreement. Except as provided in Sections 5.5 and 18.2.2, the City's consent
shall not be required for any such Assignment.
050512 syn 0091543 36
18.2.2. Consent Required for Assignment of BMR Obligations. Notwithstanding the
foregoing, the City's prior written consent shall be required for any Assignment by Stanford of
its obligations for Below Market Rate Units as provided in Section 5.5 above. The City's consent
shall be deemed given if the City has not provided a written consent or objection within sixty
(60) days of receiving the notice and copy of the Assignment as provided above.
Notwithstanding the failure of any Transferee to execute an Assignment Agreement in cases
where the City's consent is required, the burdens of this Agreement shall be binding upon such
Transferee, but the benefits of this Agreement shall not inure to such Transferee until and unless
such Assignment Agreement is executed and the City has given its consent.
18.2.3. Non-Assuming Transferees. No Assignment Agreement shall be required upon
the Transfer to a third party of any Dwelling Unit. The third-party Transferee in such a
transaction and its successors (each, a "Non-Assuming Transferee") shall have no obligations
under this Agreement, but shall continue to benefit from the vested rights provided by this
Agreement for the duration of the Term. Nothing in this Section shall exempt any Transferee or
any property transferred to a Transferee from compliance with the Modified 2003 Rules and
Subsequent Applicable Rules. Nothing in this Section shall excuse or release Stanford from its
obligations under this Agreement.
18.3. Release of Stanford. No Assignment shall effect a release of Stanford from
obligations under this Agreement or any Subsequent Approvals, unless Stanford is given a
release in writing by the City Council, which release will be provided by the City Council
(except as provided below) upon the full satisfaction by Stanford of all of the following
conditions: (i) Stanford is not then in default and default proceedings have not been commenced
by City under this Agreement, (ii) Stanford has provided City with an executed Assignment
Agreement, and (iii) the Transferee provides the City with security reasonably satisfactory to
City to secure performance of its obligations under this Agreement. When Stanford has assigned
its obligations under this Agreement to a Transferee and has been released from such obligations
pursuant to this Section, no breach or default hereunder by either Stanford or the Transferee shall
be attributed to the other. Stanford's obligations for BMR and other Housing shall not be subject
to release by City under this Section 18.3.
19. Mortgagee Protection.
This Agreement shall not prevent or limit Stanford in any manner, at Stanford's sole
discretion, from encumbering the Research Park or any portion thereof or any improvement
thereon by any mortgage, deed of trust or other security device securing financing with respect to
the Research Park. City acknowledges that the lenders providing such financing may require
certain agreement interpretations and upon request, from time to time, City shall meet with
Stanford and representatives of such lenders to consider any such request for interpretation. City
shall not unreasonably withhold its consent to any such requested interpretation provided such
interpretation is consistent with the intent and purposes of this Agreement. Any mortgagee of
the property shall be entitled to the following rights and privileges:
050512 syn 0091543 37
19.1. No Impairment.
Neither entering into this Agreement nor a breach of this Agreement shall defeat, render
invalid, diminish or impair the lien of any mortgage or deed of trust on the Research Park, or any
part thereof, made in good faith and for value.
19.2. Notice of Default by Stanford.
The mortgagee of any mortgage or deed of trust encumbering the Research Park, or any
part thereof, which mortgagee has submitted a request in writing to City in the manner specified
herein for giving notices, shall be entitled to receive written notification from City of any default
by Stanford in the performance of Stanford' sobligations under this Agreement.
19.3. Notice.
If City timely receives a request from a mortgagee requesting a copy of any notice of
Default given to Stanford under the terms of this Agreement, City shall provide a copy of each
such notice to the mortgagee within twenty (20) days of sending the notice of Default to
Stanford. The mortgagee shall have the right, but not the obligation, to cure the Default during
the remaining cure period allowed such party under this Agreement.
19.4. Mortgagee in Possession.
Any mortgagee that comes into possession of the Research Park, or any part thereof,
'pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall
take the Research Park, or part thereof, subject to the terms of this Agreement; provided,
however, that in no event shall such mortgagee be liable for any defaults or monetary obligations
of Stanford arising prior to acquisition of title by such mortgagee; and provided further, that in
no event shall any such mortgagee or its successors or assigns be entitled to a building permit or
occupancy certificate until all fees due under this Agreement (relating to the portion of the
Research Park acquired by such mortgagee) have been paid to City and until any other Default
has been cured. '
20. Miscellaneous.
20.1. Effect of Recitals.
The Recitals are intended in part to paraphrase and summarize this Agreement, however,
the terms, covenants and conditions of this Agreement are expressed with particularity in Section
1 et seq. (the "Terms") and the rights and obligations of the Parties are to be determined by the
Terms and not by the Recitals. This Agreement shall be interpreted consistent with the intent
expressed in Recital O. To the extent the other Recitals provide factual context for the
Agreement, they may be considered when interpreting the Terms. To the extent the Recitals
paraphrase or summarize the Agreement, or other documents, or the Terms they shall be ignored,
and shall have no legal effect whatsoever.
050512 syn 0091543 38
20.2. Construction.
As used in this Agreement, and as the context may require, the singular includes the
plural and vice versa, and the masculine gender includes the feminine and neuter and vice versa.
This Agreement shall be construed as a whole according to its fair language and common
meaning to achieve the objectives and purposes of the parties. This Agreement has been
reviewed and revised by legal counsel for each Signatory Party, and no presumption or rule that
ambiguities shall be construed against the drafting party shall apply to the interpretation or
enforcement of this Agreement. Each Signatory Party has consulted with counsel and
determined that this Agreement accurately and completely reflects the agreement of the parties.
The captions of the sections and subsections of this Agreement are solely for the
convenience of reference and shall be disregarded in the construction and interpretation of this
Agreement.
20.3. Severability.
If any terms of this Agreement are determined to be invalid, void, or unenforceable, the
remainder of this Agreement shall not be affected to the extent the remaining terms are not
rendered impractical or impossible to perform taking into consideration the purposes of this
Agreement.
20.4. Representation and Warranty of Title and Authority.
Stanford warrants and represents that it is the owner of the Mayfield Site and the
Housing Sites specifically identified in Section 1.19, and that it is fully authorized to enter into a
valid.and binding lease of the Mayfield Site as provided herein.
20.5. Time.
Time is of the essence of this Agreement and of each and every term and condition
hereof.
20.6. Waiver.
No waiver of any provision of this Agreement shall be effective unless in writing and
signed by a duly authorized representative of the party against whom enforcement of a waiver is
sought. No waiver of any right or remedy in respect of any occurrence or event shall be deemed
a waiver of any right or remedy in respect of any other occurrence or event.
20.7. Governing State Law.
This Agreement shall be construed in accordance with the laws of the state of California.
050512 syn 0091543 39
20.8. Determination of Compliance.
At any time during the Tenn of this Agreement, any Party or its lender, may request any
Party to this Agreement to confinn that to the best of such Party's knowledge, no defaults exist
under this Agreement or if defaults do exist, to describe the nature of such defaults. Each Party
shall provide such a determination to such lender or other Party within forty-five (45) business
days of the request therefor. The failure of any Party to provide the requested determination
within such forty-five (45) business day period shall constitute a confinnation that to the best of
such Party's knowledge, no defaults exist under this Agreement. Request for such
determinations shall be made in writing and as required by Section. 16 above.
20.9. Entire Agreement.
This Agreement and the Mayfield Lease contain the entire understanding and agreement
of the parties. There are no oral or written representations, understandings, undertakings, or
agreements that are not contained or expressly referred to herein, and any such representations,
understandings, or agreements are superseded by this Agreement. No evidence of any such
representations, understandings, or agreements shall be admissible in any proceeding of any kind
or nature relating to the tenns or conditions of this Agreement, its interpretation, or breach.
20.10. No Third Party Beneficiaries.
This Agreement is made and entered into for the sole protection and benefit of the
Signatory Parties and their successors and assigns, including mortgagees. No other person shall
have any right of action based upon any provision of this Agreement.
20.11. Authority to Execute.
Each person executing this Agreement warrants and represents that he or she has the
authority to bind the Signatory Party for which he or she is signing to the perfonnance of its
obligations hereunder.
20.12. Administrative Appeal.
Whenever in the Modified 2003 Rules or Subsequent Applicable Rules any requirement
or action by Stanford is made subject to the approval or satisfaction, however expressed, of any
entity other than City, such condition shall not be interpreted as providing the third party the
right to make any final decision other than as may be authorized by law other than the Modified
2003 Rules or Subsequent Applicable Rules. Where a third party has no right authorized by law
other than the Modified 2003 Rules or Subsequent Applicable Rules to make a final decision, a
condition requiring approval or satisfaction of such third party, however expressed, shall mean
that the third party shall provide, as appropriate, advice, consultation, a recommendation and/or
an initial decision regarding the condition. The actual determination in such case will be made
by the official or entity of City required or authorized to make such determination in accordance
with the applicable provisions of the Palo Alto Municipal Code as set forth in the Modified 2003
Rules. Appeals from determinations made by City officials or entities shall be made in
050512 syn 0091543 40
accordance with applicable provisions of the Palo Alto Municipal Code as set forth in the
Modified 2003 Rules.
20.13. Exhibits.
The following exhibits to which reference is made in this Agreement are deemed
incorporated herein in their entirety:
Exhibit A -Map of Research Park
Exhibit B -Selected 2003 Rules
Exhibit C -Below Market Rate Units
Exhibit D -Alternative Development Standards (Chapter 18.62)
Exhibit E -Mayfield Lease
If the recorder refuses to record any exhibit, the City Clerk may replace it with a single
sheet bearing the exhibit identification letter, stating the title of the exhibit, the reason it is not
being recorded, and that the original, certified by the City Clerk, is in the possession of the City
Clerk and will be reattached to the original when it is returned by the recorder to the City Clerk.
20.14. Signature Pages.
For convenience, the Signatory Parties may execute and acknow ledge this Agreement on
separate signature pages, which, when attached hereto, shall constitute one complete agreement.
20.15. Precedence.
If any conflict or inconsistency arises between this Agreement and the 2003 Rules or the
Subsequent Rules, the provisions of this Agreement shall have precedence and shall control over
the conflicting or inconsistent provisions of the 2003 Rules or Subsequent Rules.
20.16. Recordation.
Whenever recordation is required or may be required by either party, City shall be
responsible for recordation. If City fails to record a document when required, Stanford may, but
is not obligated to, record the document and by doing so Stanford does not assume the duties or
obligations of City established by this Section or the Development Agreement Act nor does it
waive any right it may have to compel City to properly perform its duties and obligations. The
failure of City to record or to properly record this Agreement or any other document as provided
herein shall not affect or limit in any way Stanford's rights to enforce this Agreement and to rely
upon it.
20.17. Referendum.
City shall not submit the Ordinance approving this Agreement to a referendum by action
of the City Council on its own motion without Stanford's consent. If the Ordinance or this
050512 syn 0091543 41
Agreement is the subject of a referendum, or if litigation is commenced seeking to rescind the
City's decision to enter into this Agreement or to declare it void, Stanford shall have the right to
tenninate this Agreement and the Mayfield Lease by written notice to the City no later than thirty
(30) days after the event that gives Stanford the right to tenninate, or such later time allowed in
writing by the City Manager. The Parties may also by mutual agreement suspend performance
of all or part of the obligations in this Agreement pending the outcome of any such referendum
or litigation.
20.18. Mayfield Lease.
City would not have entered into this Agreement but for the benefits it will obtain under
the Mayfield Lease. City shall have the right to tenninate this Agreement (a) if Stanford fails to
execute the Mayfield Lease within thirty-five (35) days after execution of this Agreement by the
Signatory Parties, (b) if Stanford elects to tenninate the Lease under Section 20.17, or (c) if there
is a breach of Stanford's warranty in Section 20.4 above that deprives City of the benefit of the
Mayfield Lease. In the event that City decides to tenninate the Agreement, City shall provide
written notice of such to Stanford no later than thirty (30) days after the event that gives City the
right to tenninate. If Stanford encounters problems or conditions in the construction of the
athletic fields that are commercially infeasible to correct and that make the Mayfield Site
infeasible for such development or use as defined herein, Stanford's performance of its covenant
to construct the fields and dedicate them to the City shall be excused, and Stanford shall provide
. written notice of such to City, in which case City may tenninate this Agreement by written
.notice to Stanford, delivered no later than 30 days after receipt of the notice from Stanford of
. such problems or conditions, and in which City promises to reimburse Stanford for one-half of
.•• the costs of design, engineering, and construction incurred prior to encountering such problems
.. or conditions no later than sixty (60) days after receiving a properly supported invoice for the
.same. Any such tennination or modification by City pursuant to this Section 20.18 shall not
deprive Stanford of its vested rights to construct and use Replacement Square Footage to replace
any Existing Square Footage previously demolished pursuant to this Agreement. If the City
tenninates this Agreement pursuant to this Section 20.18, Stanford shall have the right to
tenninate the Mayfield Lease by written notice to City no later than thirty (30) days after the
event that gives Stanford the right to tenninate.
II
II
II
II
II
II
II
II
050512 syn 0091543 42
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the
day and year first above written.
ATTEST:
City Clerk
APPROVED AS TO FORM:
Senior Assistant City Attorney
APPROVED:
City Manager
APPROVED AS TO CONTENT:
Director of Planning and
Community Environment
050512 syn0091543
CITY OF PALO ALTO
Mayor
THE BOARD OF TRUSTEES OF THE
LELAND STANFORD JUNIOR UNIVERSITY
By: ______________________ _
John L. Hennessy, President,
Stanford University
43
Map of Research Park
Creek Sites
//
Creek Sites
Research Park
_____ Creeks
The City of
Palo Alto
111:58:44
(\\c:c-mapa"4lsS\gIS\adminlPemnaJlflivera.mdb)
Research Park
Creek Sites
This map is a product of the
City of Palo Alto GIS
o· 1500'
This documenlls e praphlc representaUon only ofbeal available SO!.Kcea.
The Oly of Pelo Allo assumes no reliponslblDly foreny error5 Cl1989 102005 Cllyo' PaloMo
EXHIBIT 118 11
Selected 2003 Rules --City of Palo Alto
EXHIBIT B
SELECTED 2003 RULES
1. Palo Alto Municipal Code, including all ordinances
through Ordinance No. 4791.
2. '1998-2010 Palo Alto Comprehensive Plan.
3. All codified and uncodified ordinances through Ordinance
No. 4422.,
4. Ordinance 4799 (Stormwater Pollution Prevention) and
implementing language titled "Pollution Prevention
Language for Construction Contracts".
5. Ordinance 4826 (Streamlining Planning Procedures) .
6. Ordinance 4830 (Adding Chapter 5.24, Construction and
Demolition waste) .
7. All resolutions through Resolution No. 8304.
8. Tree Technical Manual
9. El Camino Real Design Guidelines, adopted by the
Architectural Review Board, June 6, 2002.
10. Below Market Rate (BMR) Housing policies
050512jea 0091541
a. Program H-36 of the Housing Element of the
Comprehensive Plan as adopted by Council on 12/2/02
and certified by the State on 5/23/03
b. Summary of City of Palo Alto Below Market Rate (BMR)
Housing Program (dated March 2003)
c. Standards for BMR Units (dated May 2003)
d. BMR Ownership Deed Restrictions (dated 8/93; still
in use as of 2003)
e. BMR Ownership Program Housing Price Guidelines
(dated May 1, 2003):
1. Cover memo
2. 80 -100% of Median Income Calculation Sheet
3. 100 -120% of Median Income Calculation Sheet
4. Explanation and Instructions Regarding Annual
Updating of BMR Prices for New Units
1
f. Income Standards & Rent Limits -BMR Rental Program
(dated 5/03)
g. BMR Rental Program: Standard regulatory agreement
provisions (as of 2003)
h. BMR Ownership Program:
1. Standard regulatory agreement provisions (as of
2003)
2. Instructions for Sale of BMR Units (dated May 6,
2003)
3. Summary of Interpretations of Cost-Based Pricing
of BMR Units (dated December 2002)
11. Transportation policies applicable to the Project.
a. Congestion Management program as adopted and as may be
amended, by the Congestion Management Agency, a
regional joint powers agency in Santa Clara County.
b. Santa Clara Valley Transportation Authority
regulations governing transi t stop design and
placement.
c. City of Palo Alto specifications for design of traffic
signals for signals under City jurisdiction.
d. Resolution No. 8372 (Bicycle Transportation Plan) .
12. City of Palo Alto Standard Drawings and Specifications,
Department of Public Works, 1992, as revised, including
"Policy for Requiring Bike Lane Construction in the
Stanford Research Park".
050512jeaOO91541 2
EXHIBIT "G"
BMR Housing --City of Palo Alto
Exhibit c
BELOW MARKET RATE (BMR) HOUSING PROGRAM
Introduction
This Exhibit C includes Exhibits C-1 through C-4, attached
hereto and incorporated herein. Exhibit C is attached to, and
incorporated in the Development Agreement addressing the
Mayfield Site at the corner of Page Mill Road and El Camino Real
in the City. References to Exhibit C include Exhibits C-1
through C-4. That Development Agreement, including Exhibit C,
is sometimes referred to as "this Agreement." Unless otherwise
provided in this Exhibit C, the definitions set forth in Section
1 of this Agreement also apply to this Exhibit C. Reference to
the "General Requirements of Exhibit C," are to the first three
pages of Exhibit C, including this Introduction.
This Agreement requires Stanford to build 250 new dwelling units
on Housing Si tes in the Stanford Research Park. Of these,
twenty percent (20%), that is, fifty units, must comply with the
City's Below Market Rate (BMR) Program, that implements Program
H-36 of the Housing Element of the Comprehensive Plan of the
Modified 2003 Rules (the "Program" or "BMR Program"). A copy of
Program H-36 is attached as Exhibit C-1. These units are
'Sometimes referred to as "BMR units." Units not in the Program
·are sometimes referred to as "market rate uni ts. " The overall
obj ecti ves and the parameters of the Program are described in
Exhibit C-1.
The Program is applied to individual housing development
projects by project-specific agreements ("BMR Regulatory
Agreements. ") To satisfy its obligation to provide BMR uni ts,
Stanford may either (a) execute and deliver a BMR Regulatory
Agreement providing for a 70 unit, 100% affordable project on El
Camino Real, in the form attached as Exhibit C-3 and comply with
the provisions of the attached Exhibit C-2 ("the 70 Unit BMR
Alternative") i or (b) negotiate, execute and deliver project-
specific agreements for 50 BMR units as provided in Exhibit C-4
and in the General Requirements of Exhibit C, (the "Basic BMR
Al ternati ve") . Ci ty shall accept Stanford's compliance wi th
either as full compliance with the Program and the provisions of
this Agreement relating to it.
General Requirements
1. Number of Required BMR Units
1
050512 syn 0091538
A. The first 250 dwelling units built on the Housing
Sites shall include either:
1. Fifty BMR units comparable to other units built
on the Housing Sites under the Basic BMR Alternative, or
ii. Seventy rental BMR units, on the EI Camino Sites,
in accordance with the term$ and provisions of Exhibit C-2 and
C-3 under the 70 Unit BMR Alternative.
B. For each market rate unit in excess of 200 units built
on the Housing Sites, Stanford shall provide an additional 0.25
BMR unit. If the calculation of this requirement results in a
fractional unit, a whole BMR uni t shall be required for any
fractional unit of one-half (0.5) or larger. If the fractional
unit is less than one-half, this requirement may be satisfied by
an in-lieu fee or an equivalent alternative as provided in
Program H-36.
C. The BMR uni ts described in paragraphs A and B above
are sometimes referred to collectively as "Required BMR Units."
2. No Age Restrictions on Required BMR Units
In the sale or rental of Required BMR Uni ts, nei ther Stanford
nor its assignees shall discriminate against households with
children or on the basis of the age of renters, buyers or
occupants.
3. Satisfaction of BMR Requirement.
Stanford shall notify City if it intends to pursue the Basic BMR
Alternative no later than the time it files its application for
Architectural Review Approval for the first Housing project
under this Agreement. After Stanford declares its intent, the
parties shall negotiate in good faith to determine the terms and
provisions of a BMR Regulatory Agreement that is consistent with
the terms of this Exhibit C for the first Housing project.
Unless an agreement for the 70 BMR Unit Alternative, in the form
attached as Exhibit C-3, has previously been executed by
Stanford, prior to the issuance of a building permi t for each
phase of the housing, Stanford shall execute a BMR Agreement
applicable to that phase, in a form negotiated pursuant to
Exhibit C-4 and the General Requirements of this Exhibit C.
2
050512 syn 0091538
If, and only if, Stanford elects the Basic BMR Alternative for
the first Housing project and executes a BMR Regulatory
Agreement in accordance with Exhibit C-4, it may thereafter use
that Al ternative for some or all of the subsequent Housing
projects and, if it does, the Parties shall negotiate and
execute one or more BMR Regulatory Agreements applicable to some
or all of the subsequent Housing projects. Additionally, at any
time, Stanford may execute an agreement in the form attached as
Exhibit C-3, thereby satisfying its remaining BMR obligation by
the 70 BMR Unit Alternative; provided all BMR units previously
included in a Basic BMR Regulatory Agreement shall remain
subj ect to the terms thereof. In any event, Stanford shall
provide at least 50 units of inclusionary BMR housing or the 70
BMR Unit Alternative, in accordance with the terms hereof and of
the applicable BMR Regulatory Agreements.
4. Development Standards and Limitation on Design Review
All provisions of Section 6.4 of the Development Agreement shall
apply to the BMR units.
3
050512 syn 0091538
EXHIBIT IC-1"
Text of housing Element Program H-36
From:
EXHIBIT C-l
TEXT OF HOUSING ELEMENT PROGRAM H-36
Housing Element of the City of Palo Alto
Chapter 4 of the Comprehensive Plan
Adopted December 2, 2002; Certified by the State on May 23, 2003
[Page 23J
PROGRAM H-36:
Implement the City's "Below Market Rate" (BMR) Program by requiring
that at least 15 percent of all housing units in projects of five units or more,
be provided at below market rates to very low-, low",:, and moderate-income
households. Projects on sites offive acres or larger must set aside 20
percent of all units as BMR units.
The City of Palo Alto's BMR program is intended to increase the supply of for-sale
housing and rental housing for individuals and families whose incomes are insufficient to
afford market rate housing. Since the program was initiated in 1974, 152 for-sale units
and 101 rental units have been created. Continued affordability of the units is a major
goal of the program. Deed restrictions control the resale price and limit rent increases.
Occupancy for BMR units is determined according to City Council guidelines. The Palo
Alto Housing Corporation, under contract to the City, has administered the program since
its inception. Since the current rates of production of affordable housing in Palo Alto are
very low, the BMR program requirement is essential to meet the City's need for
affordable housing.
The Palo Alto Below Market Rate ("BMR") Program
Developers of projects with five or more housing units must comply with Palo Alto's
BMR requirements. The BNIR program objective is to obtain actual housing units or
buildable parcels within each development rather than off-site units or in-lieu payments.
At least 15 percent of the housing units developed in a project involving fewer than five
acres of land must be provided as BMR units. Projects involving the development of five
or more acres must provide at least 20 percent of all units developed as BMR units.
(Projects that cause the loss of existing rental housing may need to provide a 25 percent
BMR component, see Program H-29.) The BMR units must be comparable to other units
in the development. For an application to be determined complete, the developer must
agree to one or a combination of the following requirements or equivalent alternatives
that are acceptable to the City
For-Sale Units:
For projects with a 15 percent BMR component, the initial sales price for at least two-
thirds of the BMR units must be affordable to a household making between 80 to 100
percent of the Santa Clara County median income, taking into consideration all housing
expenses such as mortgage payment, taxes, insurance, and association dues. The initial
sales prices of the remaining BMR units may be set at higher levels affordable to
households earning between 100 to 120 percent of the County's median income. For
projects with a 20 percent BMR component, three-fourths of the BMR units must be
050512 syn 0091549
Page 1 of 4
EXHIBIT C-l
TEXT OF HOUSING ELEMENT PROGRAM H-36
affordable to households in the 80 to 100 percent of median income range, and one-fourth
may be in the higher price range of between 100 to 120 percent of the County's median
income. For projects with a 25 percent BMR component, four-fifths of the BMR units
must be affordable to households in the 80 to 100 percent of median range, and one-fifth
may be in the higher price range of between 100 and 120 percent of the County's median
income. In all cases, the sales price should be sufficient to cover the estimated cost to the
developer of constructing the BMR unit, including financing, but excluding land,
marketing, off-site improvements, and profit.
If the City determines that on-site BMR units are not feasible, off-site units acceptable to
the City, or vacant land determined to be suitable for affordable housing construction,
may be provided instead. Off-site units should normally be new units, but the City may
accept rehabilitated existing units when significant improvement in the City's housing
stock is demonstrated.
In-Lieu Payments: If the City determines that no other alternative is feasible, a cash
payment to the City's Housing Development Fund, in lieu of providing BMR units or
land, may be accepted. The in-lieu payment for projects subject to the basic 15 percent
BMR requirement shall be 7.5 percent of the greater of the actual sales price or fair
market value of each unit. For projects subject to the 20 percent requirement, the rate is
10 percent; for projects with a 25 percent requirement, (as described in Program H-29
regarding the loss of rental housing), the rate is 12.5 percent.
Rental Units:
Developers of rental housing must provide the required percentage of BMR units at
affordable rents for occupancy by very low (below 50% of the HUD median income) and
low-income households (below 80% of median income). Occupancy, rents, rent
increases and other provisions of the BMR rental program are governed by standards
approved by the City Council and by project-specific recorded regulatory agreements.
Initial rents for new BMR units are established annually by the City. After occupancy,
initial ren~s may be adjusted annually by one-half of the Consumer Price Index Rent
Residential or other comparable formula adopted by the City.
In-Lieu Payments: If the City determines that provision of BMR rental units on site is
infeasible, it may accept a payment in lieu of such units to the City's Housing
Development Fund. The annual payment shall be the difference between the initial
affordable rent and the market rate rent of each required BMR unit. If a one-time in-lieu
payment is accepted in full satisfaction of the project's BMR requirement, the payment
shall be the appraised value of the housing project at market rate rents multiplied by the
applicable fee rate. The fee rate is 7.5 percent for a project with a 15 percent BMR
requirement, 10 percent for a project with a 20 percent BMR requirement and 12.5
percent for projects with a 25 percent BMR requirement.
Projects with a Condominium Map That Will Be Operated as Rental Housing:
050512 syn 0091549
Page 20f4
No residential condominium map shall be approved without provision for the future sale
of BMR ownership units or an equivalent alternative acceptable to the City, even though
the project will be initially operated as rental housing.
Open Space (OS) District Projects:
The Open Space district sets a minimum lot size of ten acres. Projects of any acreage
with fewer than 10 units or lots must provide a 15 percent BMR component. Projects
with more than 10 units or lots must provide a 20 percent BMR component.
Subdivision of Land to be Sold Without Development:
Land that is subdivided into three or more lots and sold without construction of housing
must transfer buildable parcel(s) equivalent to 15 percent (or other applicable BMR
requirement percentage) of the development to the City or the City's designee. The
buildable parcel(s) is to be used for the purpose of developing affordable housing units.
The City may sell the buildable parcel(s) with the proceeds placed in the City's Housing
Development Fund for future housing development. When the City determines that the
transfer of land, or the construction of BMR units within the subdivision, is infeasible, a
comparable in-lieu fee payment may be accepted by the City.
Fractional Units:
When the BMR requirement results in a fractional unit (for example: 16 units x 15% =
2.40 BMR units), an in-lieu payment to the City's Housing Development Fund may be
made for the fractional unit (the 0.4 unit) instead of providing an actual BMR unit. The
in-lieu fee percentage rate shall be same as that otherwise required for the project (7.5
percent, 10 percent, or 12.5 percent). The fee on for-sale projects will be paid upon the
sale of each market unit in the project. For rental projects, the fee shall be paid prior to
approval by the City of occupancy of the project.
Larger Projects of 30 or More Units: Projects with 30 or more units must provide a whole
BMR unit for any fractional unit of one-half (0.50) or larger; an in-lieu fee may be paid,
or equivalent alternatives provided, when the fractional unit is less than one-half.
Adjustments, Waivers, Appeals of the BMR Requirement:
Within fifteen days of entering into a BMRagreement with the City for a project, the
developer may request a determination that the BMR requirement, taken together with
any inclusionary housing incentives, as applied the project, would legally constitute the
taking of property without just compensation under the Constitution of the United States
or of the State of California. The burden of proof shall be upon the developer, who shall
provide such information as is reasonably requested by the City, and the initial
determination shall be made by the Director of Planning and Community Environment.
The procedures for the determination shall generally be those described in Chapter 18.90
of the Palo Alto Municipal Code, including the right of appeal to the City Council under
Chapter 18.93, or such other procedures as may be adopted in a future BMR ordinance.
Notice of the hearing shall be given by publication but need not be sent to nearby
property owners. If the City determines that the application of the BMR requirement as
050512 syn 0091549
Page 3 of 4
applied to the project would constitute a taking of property without just compensation,
then the BMR agreement for the project shall be modified, reduced or waived to the
extent necessary to prevent such a taking.
050512 syn 0091549
Page 4 of4
EXHIBIT IIC-211
70 BMR Unit Alternative
EXHIBIT C-2
70 BMR Unit Alternative
Stanford shall provide 70 BMR units in a separate 100%
affordable project on the El Camino Sites or Extended El Camino
Si te as provided in this Exhibit C-2 and the BMR Regulatory
Agreement in the form attached as Exhibit C-3, executed by
Stanford (the "Project"). The Project shall consist of one or
more buildings. All of these BMR units shall be rental housing
and Stanford shall not apply for, and City shall not approve any
condominium plan or subdivision map that would allow the sale of
indi vidual units during the term of affordabili ty. The units
must be affordable to low and very low-income households, as
provided in the BMR Regulatory Agreement.
1. Timing: An application for Architectural Review
Approval for the Project shall be filed no later than
December 31, 2013. If additional Subsequent Approvals are
required, Stanford shall diligently file applications for the
additional approvals as soon as feasible after issuance of
Archi tectural Review Approval. Stanford's obligation is
conditioned upon City granting and approving all required
Subsequent Approvals under the terms of this Agreement for the
construction of the Project. Upon receipt of the Approval and
all required Subsequent Approvals, including building permits,
Stanford shall diligently prosecute construction to completion.
2. Site Location: The 70 rental units will be constructed
on the El Camino Sites described in the BMR Regulatory
Agreement. At its option, Stanford may elect to expand the
Project to include the leasehold at the corner of El Camino Real
and California Avenue, (commonly known as 505 California Avenue,
Palo Alto; APN: 142-20-012), which would add about 0.75 acres to
the Proj ect site for a total area of about 2.5 acres; this
larger, expanded site is called the "Extended El Camino Site".
If Stanford makes this election, the form of Exhibit. C-3, the
BMR Regulatory Agreement, shall be modified to describe the
Extended El Camino Site.
3. Required BMR Units: Stanford shall construct 70, 100%
affordable, rental apartment units (the "Required BMR Units") in
accordance with this Exhibit C-2 and the Development Agreement.
The Required BMR Units shall include a mix of Low-Income and
Very-Low Income units, as set forth below.
1
050512 syn 0091539
4. Priority for Palo Alto Workers and Residents; Stanford
Workers Outside of City: To the extent permitted by law,
priori ty for all BMR units shall be given to those eligible
households with at least one household member who either lives
or works within the city limits of the City of Palo Alto,
provided, that for no more than 30% of the units, Stanford may
give priority to households whose members neither work nor live
in Palo Alto but which include at least one individual who is
both (1) an employee of Stanford University and (2) not a
student at the University.
Stanford shall inform the City every five years of the
percentage of the units occupied by Stanford households.
"Stanford households" are those with no adult member employed
within the City of Palo Alto and at least one adult member
employed by Stanford outside of the City of Palo Alto.
Provided, households that initially qualified on the basis of a
Palo Alto residential preference shall never be reclassified as
Stanford households.
If a unit becomes vacant, Stanford may rent to a Stanford
'household if, and only if, by doing so the total number of
Stanford households does not exceed 30% of the BMR Units.
5. Fee Exemptions; Payment: The only Development Impact
Fees that the City shall charge and that Stanford shall pay for
the Required BMR units shall be those included in the 2003 Rules
at the amounts specified in those rules. The fees shall be paid
for 50 of the Required BMR units and are waived for the
remaining 20 BMR units. Because the fees vary with unit size,
the total Development Impact Fees payable shall be five-sevenths
of the total Development Impact Fees calculated for all seventy
uni ts. ) As part of the proj ect review fees, Stanford shall
reimburse City for reasonable and actual expenses, including
attorneys fees, incurred by City in reviewing and approving any
modifications to the Regulatory Agreement or subordination and
similar agreements requested by Stanford or its agents or
assignees.
6. Alternative Standards Overlay District: The design and
development standards of the AS1 Alternative Standards Overlay
District shall apply to the Project.
2
050512 syn 0091539
7. BMR Regulatory Agreement: The City and Stanford shall
execute a BMR Regulatory Agreement in the form attached hereto
as Exhibit C-3.
8. Design Requirements:
following:
The Proj ect shall include tbe
• The Project
family rental
children.
shall be designed
housing and for
to be sui table for large
occupancy by families with
• The required mix of uni t types and minimum sizes are as
follows:
Unit Type Number Required (Out of 70) Minimum
Interior
Square
Footage
Not Allowed Not
Studios applicable
1 Bedroom 48-units or fewer, the mix of 650 square
with one one-and two-bedroom units to feet
bathroom be determined after evaluation
2 Bedrooms, of a market study as described 950 square
with at below feet
least one
and one-half
bathrooms
3 Bedrooms 21-units or more 1,200 square
with two feet
full
bathrooms
4 Bedrooms No 4-bedroom units are 1,350 square
with two required feet
full
bathrooms
Resident One Unit; Any Type (included No
Manager as one of Required BMR Units) Restrictions
• The mix of one-and two-bedroom units shall be in proportion
to the demand for such units established by an independent
market study prepared at the time the project is submitted
for approval. The market study shall take into
consideration the housing needs of Palo Alto's low and very
low income workforce, including commuters and persons who
work in the Stanford Research Park, to determine the
3
050512 syn 0091539
appropriate mix of one-and two-bedroom units, but only to
the extent permitted by California Tax Credit ("TCAC")
guidelines, rules and procedures if they are applicable to
the project.
• If Stanford applies for an allocation of low income housing
tax credits, the City shall permit modifications of the
uni t mix in order to comply with TCAC Guidelines for large
family proj ects in existence at the time that application
for financing is made, if in the City's judgement these
modifications do not substantially reduce the quality and
quantity of BMR family housing provided by the Project.
• All living rooms shall be of sufficient size to include a
sleeping space. Bedrooms shall be enclosed rooms with
doors in order to provide privacy. Loft spaces shall not be
counted as bedrooms. Bedrooms shall have at least 120
square feet of usable living space and adequate closet
space for two persons.
• The Project shall provide appropriately sized interior
common areas and outdoor play and recreational facilities
suitable and available to all residents. The project shall
include either a centralized laundry facility or a washer
and dryer in each unit. All units shall have dishwashers.
• Interior specification shall be substantially equal to or
better than those for the Oak Court project at 845 Ramona
Street.
9. Inspection of BMR Units: Prior to occupancy of a BMR
unit, the City, or its designee, shall inspect the BMR unit to
determine that the unit meets the construction and finishing
standards provided in this Development Agreement. If the
standards have been met, the City Manager shall approve the
acceptance of the BMR units into the program.
10. Use of Housing Subsidy and Financing Programs:
Stanford may utilize any housing subsidy program and financing
structure available in the future and the City shall cooperate
if and when necessary. Stanford may not use any Ci ty funds,
including but not limited to Housing Impact Fees, BMR In-lieu
Fees, Community Development Block Grant funds, but specifically
excluding funds provided by Stanford to the City for this
project.
11. Option to Purchase Limited Partner Investor's Interest
If a tax credit project is developed, Stanford shall obtain and
exercise an option to purchase the investor limited partner's
ownership interest in the project at the end of the initial 15-
year tax credit compliance period. Notwithstanding the above,
4
050512 syn 0091539
Stanford is not required to exercise the option to purchase if
the consideration for the purchase, including option payments,
exceeds the sum of $1.00 plus the assumption of outstanding debt
on the proj ect, and plus the limited partner I s tax liability
created by such sale.
12. Use of Tax Credit Program Limited Agreement to
Subordinate to TCACICDLAC Regulatory Agreements: The Parties
intend that the requirements of this Agreement be compatible
with the current standards and requirements for family housing
assisted with the competitive nine percent Low Income Housing
Tax Credit Program (administered by the California Tax Credit
Allocation Committee (TCAC)) or for a project financed with a
tax-exempt bond (administered by the California Debt Limit
Allocation Committee (CDLAC)) combined with equity from the sale
of tax credits under the four percent tax credit program. While
Stanford is not required to utilize either of these programs to
develop the Project, the Parties anticipate that one of them is
likely to be used, if available, due to the subsidies provided.
Notwithstanding anything to the contrary in this
Development Agreement or in any agreement in the form of Exhibit
C-3, if the Project is to be developed with all of the Required
BMR Units restricted under TCACICDLAC regulatory agreement (s) ,
upon written request by Stanford, the City shall subordinate the
BMR Regulatory Agreement to the regulatory agreements required
by the TCACICDLAC programs, but only to the extent required, and
only if such subordination does not (a) reduce the number of
required units or other requirements of Section 8 of this
Exhibit C-2 and Section 4.0 of Exhibit C-3; (b) reduce the term
requirements set forth in Section 2.0 of Exhibit C-3; (c) make
less restrictive the standards of Section 6.1 of Exhibit C-3;
(d) modify the provisions of Sections 3.0 and 5.2 of Exhibit C-3
limi ting age restrictions and providing certain preferences to
those working and/or living in the City or working for Stanford
outside of the City. Upon the City Attorney's advice that the
proposed subordination preserves the City's rights as set forth
above, the City Manager is authorized to execute any such
subordination.
If the Project is subject to a TCAC)CDLAC regulatory
agreement or agreements, then:
• BMR Regulatory Agreement. The BMR Regulatory Agreement
shall remain in full force and effect for the remainder of
its term should any other regulatory agreement affecting
the Project terminate, for whatever reason.
5
050512 syn 0091539
• Rent Increases. The provisions of the applicable
regulatory agreement and the TCAC regulations, if any are
applicable, shall control increases in rents for the BMR
units.
• Occupancy. Eligibility for occupancy of tax credit units
shall be determined by the management agent for the
property in accordance with TCAC regulations or the terms
of the applicable regulatory agreement; subject to the Palo
Alto/Stanford preferences as described above.
• Acceptance .
constitute
program;
Filing Form 8609 for a tax credit unit shall
the Ci ty' s acceptance of a unit into the BMR
• Reporting. Ci ty shall accept copies of the records and
reports required by TCAC or an applicable regulatory
agreement for tax credit units in full satisfaction of
Ci ty' s requirements, if any, for reporting concerning the
project. No additional reporting for these units shall be
required by the City, except with respect to the
Stanford/Palo Alto preference compliance.
13. Subordination to Other Housing Subsidy Program
Regulatory Agreements: Notwithstanding anything to the contrary
in this the Development Agreement or in any agreement in the
form of Exhibit C-3, if the Project is to be developed with all
of the Required BMR Units restricted under any other housing
subsidy program's regulatory agreement, ("Other Programs"), or a
combination thereof, upon written request by Stanford, the City
shall subordinate the BMR Regulatory Agreement to the regulatory
agreements required by the Other Programs, but only to the
extent required, and subj ect to the limitations in Section 12
above for TCAC/CDLAC subordination, and in addition, only if
such subordination does not authorize any increases in rent in
excess of those set forth in Exhibit C-3.
14. Cooperation in Funding Applications:
• City Precedence. At the request of the City, Stanford
shall defer any application for tax credits or a bond
allocation awarded on a competitive basis for a maximum of
two funding cycles (but not more than a total of twelve
months) to avoid a competition with another housing project
located within the City that is seeking funds in the same
6
050512 syn 0091539
competition. City shall extend the time for submission of
the application for the Project set out in Section 1 of
this Exhibit C-2 and in Section 5.4 of the Agreement by a
corresponding time period .
• City Support. In its capacity as the local reviewing
agency for the tax credit program, the City shall support
Stanford's applications for tax credits and bond
allocations.
15. City's Subordination to Lenders:
City shall subordinate the BMR Regulatory Agreement to the
lien of any deed of trust or mortgage of any lender (including
any credit enhancer or guarantor and also including construction
lenders as well as permanent lenders) for any project subject to
a BMR Regulatory Agreement.
If a default delays initial occupancy of Required BMR Units
or removes them from the market, then the term of the Regulatory
Agreement with respect to those units shall be extended by an
equal amount of time. Extension of the term of affordability is
not the City's sole remedy in such event.
7
050512 syn 0091539
EXHIBIT IIC-3 11
Below Market Rate Housing Agreement
Between Stanford University and
City of Palo Alto
(70 unit Alternative)
Exhibit C-3
(For 70 BMR Unit Alternative)
This document is recorded for the
benefit of the City of .Palo Alto
and is entitled to be recorded
free of charge in accordance with
Section 6103 of the Government Code
After Recordation, mail to:
OFFICE OF THE CITY ATTORNEY
250 Hamilton Avenue
Palo Alto, CA 94301
BELOW MARKET RATE HOUSING AGREEMENT
BETWEEN STANFORD UNIVERSITY AND
CITY OF PALO ALTO
2450, 2470, and 2500 El Camino Real [and 505 California Avenue]
Palo Alto, California
A.P.N. Nos. 142-20-013, 142-20-014, 142-20-047[, and 142-20-012]
[Note: Include bracketed address and APN only if included in
Project. If not used, delete brackets and inapplicable address
and APN. Delete this Note.]
THIS AGREEMENT, made and executed this day
of 20 __ , by and between the CITY OF PALO
ALTO, a municipal corporation of the State of California,
hereinafter referred to as "City", and THE BOARD OF TRUSTEES OF
THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate
powers under the laws of the State of California, hereinafter
referred to as "Stanford";
WIT N E SSE T H:
WHEREAS, City and Stanford have entered into a
Development Agreement that was recorded in the Official Records
of Santa Clara County on 200_, as document number
_______ (the "Development Agreement "); and
1
050512 syn 0091544
WHEREAS, Stanford is the owner of certain real property
situated in the City of Palo Alto, County of Santa Clara, State
of California, which is commonly described by street address and
Assessor's parcel numbers as set forth in the title of this
document, and more particularly described in Exhibit A attached
hereto and incorporated, herein by this reference, (the II El Camino
Sites"); and
WHEREAS, Stanford has chosen, under the terms of the
Development Agreement, to satisfy its obligations under the
Development Agreement and the provisions of the City of Palo Alto
Below Market Rate ("BMR") Program (as then set forth in Program
H-36 of the City of Palo Alto Housing Element) by providing 70
units of BMR housing on the El Camino Sites;
NOW, THEREFORE, the parties hereto mutually covenant
and agree as follows:
1.0 BMR COMMITMENT: Stanford shall provide 70 units of BMR
rental housing (the "BMR Units") on the El Camino Sites in
accordance with the terms of this Agreement (the "project"). The
proj ect shall be constructed in accordance wi th Exhibit C-2 of
the Development Agreement. Stanford shall operate and maintain
. the proj ect as approved and constructed and in accordance with
'this Agreement. During the term of this Agreement, Stanford
shall not subdivide or combine units without the approval of the
Ci ty. City accepts the performance of this Agreement in full
satisfaction of Stanford's obligations to provide BMR Units under
the Development Agreement, including section 5.5 thereof, in
connection with the construction of the 250 uni ts of Housing
required under the Development Agreement. All uni ts shall be
rented and occupied as provided herein.
2.0 DURATION OF AGREEMENT TO PROVIDE BMR HOUSING: This agreement
shall be in effect for [fifty-nine (59) years} [fifty-five (55)
years] from the first day of the calendar month immediately
following the date of issuance of the first certificate of
occupancy for the project, and thereafter this Agreement shall be
of no force or effect and the rents charged shall no longer be
regulated or controlled by City and Stanford shall no longer be
required to maintain and operate the project in accordance with
this Agreement, or the City's BMR Program.
[Note: Use 55 year term only if all of the BMR Uni ts are
restricted units under a tax credit regulato~ agreement with at
2
050512 syn 0091544
least a 55-year term. Delete brackets and inapplicable term.
Delete this Note.]
3.0 AGE RESTRICTIONS PROHIBITED: In the rental of BMR Units,
neither Stanford nor its assignees shall discriminate against
households with children or on the basis of the age of renters,
or occupants.
4.0 DISTRIBUTION OF BMR UNITS: The Very Low-Income Units shall
be proportionately distributed among the different unit types in
the Project (by number of bedrooms) and by floor and location in
the building(s). For example, if there are 30% one-bedroom
units, 40% two-bedroom units and 30% three bedroom units, then
the 14 required Very Low-Income Uni ts would be distributed by
unit type as follows (results are rounded) :
o 4 -One-bedroom units (30% of 14)
o 6 -Two-bedroom units (40% of 14)
o 4 -Three-bedroom units (30% of 14)
5.0 HOUSEHOLD QUALIFICATION AND SELECTION; WAITING LIST:
5.1 Qualifications. In order to be eligible to rent a
BMR Unit, the prospective tenant must meet the qualifications
regarding income, assets and minimum household size at the time
of commencing occupancy and annually thereafter. The
qualifications and related procedures are set forth in detail in
Section 7.0 below.
5.2 Priority for Palo Alto Workers and Residents; Stanford
Workers Outside of City. To the extent permitted by law,
priority for all BMR units shall be given to those eligible
households with at least one household member who either lives or
works within the city limits of the City of Palo Alto, provided,
that for no more than 30% of the units, Stanford may give
priori ty to households whose members neither work nor live in
Palo Alto but which include at least one individual who is both
(1) an employee of Stanford University and (2) not a student at
the University.
Stanford shall inform the City every five years of the
percentage of the. uni ts occupied by Stanford households.
"Stanford households" are those with no adult member employed
within the City of Palo Alto and at least one adult member
employed by Stanford outside of the City of Palo Alto. Provided,
households that initially qualified on the basis of a Palo Al to
3
050512 syn 0091544
residential preference shall never be reclassified as Stanford
households.
If a unit becomes vacant, Stanford may rent to a Stanford
household if, and only if, by doing so the total number of
Stanford households does not exceed 30% of the BMR Units.
5.3 Waiting List. Stanford shall maintain a waiting list
or advertise vacancies for the BMR units and provide information
to prospective BMR applicants. Alternatively subject to the
City's consent, Stanford may contract with a qualified
organization such as the Palo Alto Housing Corporation to
maintain a waiting list. Nevertheless, Stanford shall be solely
responsible for the actual selection of BMR households, and may
conduct Stanford's normal tenant screening process.
5.4 Information. Upon request by an interested person,
Stanford shall provide j,nformation about the BMR rental program
and the BMR Units, including the waiting list. Upon submittal of
an application to rent a BMR Unit, Stanford shall provide to the
applicant information regarding the conditions and restrictions
applicable to occupancy of the BMR Units in the Proj ect. Such
information shall include: the Base Rents as herein defined
applicable to new households, the rules for calculation of annual
Tent increases, minimum occupancy standards for BMR Uni ts, the
qualifying income, asset, and other limitations for initial and
continued occupancy, the process to certify compliance with those
limitations and the annual recertification process, the
requirement to offer a one-year lease, the BMR waiting list
procedures and Stanford's standards for household screening, and
other relevant information. Penal ties for a household's
noncompliance with the BMR Program rules and requirements shall
also be explained in the informational materials provided by
Stanford.
6.0 AFFORDABILITY AND OCCUPANCY STANDARDS; QUALIFYING INCOME
LIMITS; RENTS. All units shall be occupied and rented as follows:
6.1. Affordability Standards.
6.1.1 Very Low-Income Units. Fourteen (14) BMR Units
shall be rented to qualified Very Low-Income Households
(household income at or below 50 percent of the Area Median
Income for Santa Clara County, as determined by the U. S.
Department of Housing and Urban Development [sometimes the
"AMI"])at rents controlled by this Agreement.
4
050512 syn 0091544
6.1.2. Low-Income Units. The balance of the BMR Units
constructed (except an unit to be occupied by a resident
manager) shall be designated and rented to qualified Low-
Income Households (household income at or below 60 percent
of the AMI) at rents controlled by this Agreement.
6.1.3. Affordabili ty Standards. The income limits
used in this Section 6.1 and in Section 6.4 to establish
maximum rents are summarized in the following table:
AFFORDABILITY STANDARDS FOR BMR HOUSEHOLDS
Affordability Affordability
Designation of Standards at Standards at
the BMR Unit Household's First Annual
Occupancy Recertification
Very Low-Income Equal to or less Equal to or less
Unit than 50% of Area than 70% of Area
Median Income Median Income
Low-Income Unit Equal to or less Equal to or less
than 60% of Area than 84% of Area
Median Income Median Income
6.1.4. Basic Qualifying Income Limits. The
Affordabi1ity Standards assume a 4-person household. The
Standard applicable to a particular BMR Unit is adjusted to
reflect the size of the household occupying the BMR Unit;
this adjusted Limit is sometimes referred to below as the
"Basic Qualifying Income Limits." The Basic Qualifying
Income Limits are used to determine the eligibility of a
household for a BMR Unit. The following factors are applied
to adjust the 4-person household Area Median Income to
derive Basic Qualifying Income Limits for smaller and larger
households.
1-person household: 70%
2-person household: 80%
3-person household: 90%
4-person household: Base%
5-person household: 108%
6-person household: 116%
7-person household: 124%
5
050512 syn 0091544
8-person household: 132%
For households larger than 8-persons, the factors are
increased by eight percent p~r additional person. All
income limits are rounded to the nearest $50.
6.1.4.1 Example. For example, assuming an AMI of
$80,000, the Affordabi1i ty Standard for a Very Low-Income
Unit would be $40,000 [0.50 x $80,000], but the Basic
Qualifying Income Limi t for a 2 -person household would be
$32,000 [$40,000 x 0.80]. In order to qualify to rent the
Very Low-Income Unit, the income of the household could be
no more than $32,000.
6.1.5 Alternatives. In-lieu of compliance with the
Basic Qualifying Income Limits established in Section 6.1,
Stanford may elect to comply with income limits, established
pursuant to a formula or method of calculation adopted by
the City after the effective date of the Development
.Agreement and in effect at the time of the application for
Architectural Review Approval for the Project, and generally
applicable to 100% BMR rental housing projects in the City.
6.2 Initial Rents.
6.2.1. Calculation of Initial Rents. All of the
Ini tia1 Base Rents for the BMR Units in a bui 1ding shall be
effective on the first day of occupancy of the first BMR
Uni t in the building to be occupied. The first day of a
calendar month following said first day of. occupancy shall
be the "Start Date". The Initial Base Rents shall be
calculated in accordance with this Section 6.2 based on the
most current information reasonably available as of the
first day of a calendar month after the issuance of the
first building permit for the Project and preceding the
Start Date that is chosen by Stanford ("Initial Calculation
Date"). The Initial Base Rents shall include rents for each
type of BMR Uni t (One-bedroom, Two -bedroom, etc.) and
income classification, as provided in sections 6.1.1 and
6.1.2. (Low-Income and Very Low-Income). The Initial Base
Rents shall be 30% of the Basic Qualifying Income Limit for
each type of unit, adjusted as necessary to reflect the
assumed household size for that type of unit pursuant to
section 6.2.3 below.
6
050512 syn 0091544
6.2.1. 2 Example. The Initial Base Rent for a
hypothetical Low-Income 2-bedroom unit would be $1,080,
derived as follows: AMI mUltiplied by the Low-Income
percentage (§ 6.1.2) mUltiplied by the factor for assumed
occupancy of 3 persons (§6.1.4 and § 6.2.3) x30% (§ 6.2.1)
divided by 12 months or [$80,000 x 60% x 90% x30% 12 =
Rent. ]
6.2.1.3. Example. The Ini tial Base Rent for a
one bedroom Very Low-Income Unit using the assumed household
size (l.S persons) and an AMI of $80,000 would be $7S0 per
month; i.e., thirty percent of the affordability standard
(§ 6.2.1) multiplied by AMI, multiplied by the Very Low-
Income percentage (§ 6.1.1) mUltiplied by the factor for
assumed occupancy (§6.1.4 and § 6.2.3) divided by 12 months
(30% x [$80,000 x SO% x 7S%] + 12).
6.2.2 Alternate Standard. If City subsequently adopts
a different method for determining rents, generally
applicable to Low-Income Households or Very Low-Income
Households in other 100% affordable BMR rental housing
projects, that permits a higher rent, Stanford may elect to
use that method to set these rents.
6.2.3 Assumed Household Size for Calculation of
Ini tial Base Rents. The following household size shall be
assumed for each type of BMR Unit for purposes of
calculating the Initial Base Rent:
Unit Type
One-bedroom units
Two-bedroom units
Three-bedroom units
Four-bedroom units
Assumed Household Size
1.S-persons
3-persons
4.S-persons
6-persons
6.3. Increases in Rents. The Rent for each BMR Unit shall be
re-determined annually, in accordance with the procedure set
forth in section 6.4 (including the cap on increases in
section 6.4.6), and, after the required notice is given, the
Rent charged to each household may be increased to the
approved rent effective on the anniversary of the Start Date
(the "Rent Adjustment Date") or at such later da.te as may be
provided in the applicable rental agreement or lease. The
7
050512 syn 0091544
resul ts of these re-determina tions are referred to as the
"Base Rents."
6.4. Procedure for Re-determination of Rents.
6.4.1 Annual Increase in Base Rent. The re-determined
Base Rent effective each Rent Adjustment Date shall be the
sum of the previous Base Rent plus an increase equal to the
increase in the CPI (defined below) for the applicable
period (defined below) or the affordable rent re-determined
in accordance with section 6.2, except using the current
Calculation Date (defined below), whichever is less, but in
no event less than the previous Base Rent.
6.4.1.1 CPI Defined. The "CPI" is the Consumer
Price Index for All Urban Consumers -Rent Residential for
the San Francisco, Oakland, San Jose area as published by
the Bureau of Labor Statistics, or if that Index is no
longer published by its successor or, if none, by another
generally accepted index subj ect to approval by the City,
which approval shall not be unreasonably withheld.
6.4.1.2 Applicable Period Defined. The
"applicable period" is the period beginning wi th the
preceding Calculation Date and ending with the current
Calculation Date, which normally will be 12 months. For the
initial year of any tenancy, the annual rent increase
percentage shall be prorated, as necessary to account for
the first applicable period being more or less than 12
months. For example, if the Initial Calculation Date is
eight months before the current Calculation Date, and the
CPI increase over that time period was 6%, the permissible
increase would be 4% [8/12 x 6%] .
6.4.2 Proposed Base Rents. No later than 115 days
prior to a Rent Adjustment Date, Stanford may submit to the
Director of Planning and Community Environment (the
"Director") a schedule showing proposed Base Rents
calculated in accordance wi th this section 6.4. using the
most current information reasonably available as of the
first day of the calendar month immediately preceding the
submission of the proposed rents, which shall be the
"Calculation Date" used in the current re-determination of
rents. The submission shall show for each type of BMR Unit
in each affordabili ty category, (a) the current Rent, (b)
the applicable period, (c) the CPI increase during the
8
050512 syn 0091544
applicable period, (d) the rent that would result from an
increase equal to the CPI increase, (e) the maximum
affordable rent calculated as provided in section 6.2 as of
the Calculation Date, and (f) the proposed re-determined
Base Rent, being the lower of (d) and (e). The submission
shall also include work papers showing the derivation and
calculation of (b), (c) and (e).
6.4.3. City Action. If the Director does not approve
or disapprove the proposed Base Rents wi thin 45 days of
receipt by City, the proposed rents shall be deemed
approved. If the proposed rent for any type of BMR Unit is
disapproved, the Director shall inform Stanford in writing
of the reasons for its disapproval of the proposed rent and
of the rent that City approves for that type of BMR Unit.
Base Rents approved, deemed approved or approved in
connection with a denial. of a request for a higher rent are
sometimes referred to below as "Approved Rent."
6.4.4 Appeal. In the event of a disapproval, Stanford
may appeal the decision to the City Manager and also
implement any lesser increase approved by the Director on
the Rent Adjustment Date and shall become the new Base Rent,
which shall not constitute a waiver of its right to appeal.
The Ci ty Manager shall promptly render his decision on the
appeal and Stanford may implement the decision upon thirty
days written notice to the affected households, but in no
event before the Rent Adjustment Date.
6.4.5 Approved Rent. The Approved Rent is the maximum
rent that Stanford may charge for the 12-month period
following the Rent Adjustment Date i provided Stanford must
give each affected BMR household 60-day's written notice of
the increase.
6.4.6 Limit on Rent Increase. Notwithstanding anything
to the contrary in this Agreement, Stanford shall not
increase the rent of an existing qualified very low-or low-
income household by a percentage that exceeds the percentage
increase in the certified gross income of the household in
the applicable period, except that the annual increase shall
never be less than one-half of the percentage increase in
the CPI during the applicable period.
6.4.7 Example of Determination of Permitted Increase
and New Base Rent. The following is a sample, hypothetical
9
050512 syn 0091544
calculation of an annual rent increase for a BMR Unit with a
previous Base Rent of $1,512 per month:
A) The CPI available as of Calculation Date is:
B)
242.5
Less the CPI on the
(one year earlier) is:
C) The difference is: 17.3
preceding
225.2
Calculation Date
D) 17.3 / 225.2
CPI
= .00768 = 7.7%, the increase in
E) The new Base Rent will be $1,628 [the previous
Base Rent of $1,512 plus an increase of 7.7%,
rounded] assuming that amount does not exceed the
affordable rent re-determined as provided in
section 6.4.2(e).
F) The Actual Rent charged to each household will be
the new Base Rent, but not more than the previous
Base rent increased by the percentage increase in
the certified income of the household over the
applicable period.
G) Assuming a unit occupied by a household the income
of which increased by 5.0% (which is less than the
CPI increase) over the applicable period, the
increase allowed would be 5% or $76.00 [previous
Base Rent of $1,512.00 x 5.0% = $76.00 (rounded).]
and the new Base Rent for that unit would be
$1,588.00 ($1,512 + $76)
6.5 Rents After Vacancy. When a BMR Unit is
rented to a new household, the rent to be paid
household shall be the then current Base Rent.
vacated and
by the new
6.6 Charges Included in BMR Rent. Rent calculated in
accordance with this section 6 is the total maximum monthly
charge that may be paid by the household for occupancy of the BMR
unit, including the value of utility services that are not
separately metered to each unit, and of assigned parking and of
storage lockers.
10
050512 syn 0091544
6.7. Rents After Re-certification. Rents also may be
adjusted as a result of an annual recertification as provided in
section 7.0 below.
6 . 8 Occupancy Standards; Household
household size for each unit type shall be:
Size. The minimum
Unit Type Minimum Household Size
One-bedroom units
Two-bedroom units
Three-bedroom units
Four-bedroom units
One-person
Two-persons
Three-persons
Four-persons
Stanford may establish maximum household sizes for each unit
type, which shall not be less than two persons per bedroom plus
one person; e.g., for a 3-bedroom unit, a maximum of 7 persons.
7.0 REVIEW OF TENANT QUALIFICATIONS & INCOME CERTIFICATIONS.
7.1 Qualifications. Applicants for BMR Units must meet
qualifications regarding income, assets and minimum household
size standards. The applicable residency and I or work location
preferences must also be verified. Each existing BMR household
must be recertified annually to verify that the household
continues to meet the applicable qualifications in order to
continue to be eligible to pay BMR rent and occupy a BMR Unit
7.2 Proced~res. The procedures of the HUD Section 8 rental
assistance program, or successor program, shall be followed in
conducting the income certifications, except as modified by the
City to meet the requirements of the BMR program. Stanford shall
obtain the appropriate documentation from applicants and tenants,
make its determinations of annual income and other qualifications
and of each household's initial and continued eligibility for the
BMR program prior to the execution (or renewal) of the rental
agreement or lease for the BMR Unit. Stanford shall not permit a
new BMR tenant to occupy a BMR Unit prior to completion and
satisfaction of the qualification and income certification
process and requirements.
7.3. Certified Households. If Stanford determines that a
household remains eligible for the BMR Unit, the tenancy
continues in accordance with the provisions of this Agreement and
the applicable rental agreement or lease.
11
050512 syn 0091544
7.4. Households That Become Ineligible Because of Increased
Household Income. If Stanford determines that a household's
income at the time of the annual recertification exceeds the
then-current Basic Qualifying Income Limi ts for recertification
for a Low-Income unit (calculated as set forth in sections 6.1.3
and 6.1.4), then the household is no longer eligible to continue
to occupy a BMR unit in the Project and the provisions of section
7.4.1 shall apply.
7.4.1 Notice. Stanford shall give the household
written notice that the household is no longer eligible to occupy
a BMR Unit in the project and that:
A) The rent will be increased to market rent in
sixty (60) days; and
B) The household must vacate the BMR Unit within
six (6) months of the date of the notice of ineligibility, or at
the end of the term of the household's rental agreement or lease
.term, whichever is later.
7.4.2 Re-renting of BMR Unit.
vacated, Stanford shall rent the BMR
household in accordance with this Agreement.
When the BMR Uni tis
Unit to a qualified
7.5 Re-designation of Very Low-Income Household as Low-
Income and Household Related Rent Increase. If Stanford
determines that the income of a household that is occupying a
Very Low-Income Unit exceeds the then-current Basic Qualifying
Income Limit for recertification for a Very Low~Income Household
(calculated as set forth in sections 6.1.3 and 6.1.4), the
household is no longer eligible to continue to pay a Very Low-
Income rents in the project and the provisions of sections 7.5.1
and 7.5.2 shall apply.
7.5.1 Notice. Stanford shall give the household
written notice that the household is no longer eligible to pay a
Very Low-Income rents and that
A) Its tenancy is being reclassified as a Low-
Income Household; and
B) The rent will be increased to the current
Base Rent for a Low-Income BMR Unit in sixty (60) days;
12
050512 syn 0091544
7.5.2. Re-renting of Available Low-Income BMR Uni t.
Stanford shall designate and rent the next available vacant BMR
Low-Income Unit of that type as a Very Low-Income Unit in
accordance with this Agreement
7.6 Failure to Meet Minimum Household Size. If Stanford
determines that an otherwise qualified BMR household no longer
meets the minimum household size standard for the BMR Unit that
it occupies (e. g., because one or more household members have
established permanent residency at another location) , the
household will no longer be eligible to occupy a unit of the type
then occupied and the provisions of section 7.6.1 apply.
7.6.1. Notice. In such case, Stanford shall give the
household written notice that:
A) The household is no longer eligible to occupy
the BMR Unit;
B) . The household will be required (i) to move to
the next available BMR Uni t for which it qualifies under the
household size standards within ten (10) days of receipt of
written notice that the unit is available, or (ii) to vacate the
project within sixty days of receipt of such notice; and
7 . 6 .2. Re-renting of BMR Uni t. Stanford shall rent
the vacated BMR Unit to a qualified household in accordance with
this Agreement.
8 • 0 ANNUAL REPORT. Stanford shall prepare and submit to the
City, or the City's designee, an annual report in a form
specified by City on the status of the BMR Units and compliance
with the requirements of the Development Agreement and this
Agreement. This report will recap all activity related to the
provision of BMR Units for the year, identify corrective actions
taken or ongoing to ensure compliance and finally, recap all rent
increases and income limit adjustments implemented during the
preceding calendar year.
9.0 DECENNIAL REVIEW OF BMR REQUIREMENTS. During the calendar
year following the tenth (10) anniversary of the Start Date and
every ten years thereafter, Stanford may request a review and
modification of the terms, or amendment of this Agreement. City
shall have sole discretion to accept or reject any and all
requested modifications or amendments. rrhe parties may amend
13
050512 syn 0091544
this Agreement only by a writing duly executed by both and
recorded.
10.0 COMPLIANCE WITH OTHER LAWS INCLUDING CITY'S ONE-YEAR LEASE
LAW. All applicable State and local laws and ordinances affecting
the operation of rental housing apply to the operations of the
BMR Units. Notwi thstanding any language to the contrary in
Section 9.68.020(d) of the Palo Alto Municipal Code, the
provisions of PAMC Chapter 9.68, as set forth in the Modified
2003 Rules, including the requirement to offer each household a
one-year lease, shall apply to the BMR Units.
11.0 ENFORCEMENT.
11.1 Responsibility.
responsible for enforcement
rental agreement or lease.
Stanford shall be
of the terms of the tenancy,
solely
and the
11.2 Enforcement of the BMR Rental Program and Penal ties
for Noncompliance. The City reserves the right to monitor and
"audi t Stanford's compliance with this Agreement at any time. If
'non-compliance is evident, City may give Stanford written notice
.and an appropriate period of time to remedy any areas of non-
~compliance. If compliance, or evidence indicating appropriate
action toward compliance, cannot be provided within six months to
the satisfaction of the City, City reserves the right to perform,
review or monitor any of the acti vi ties necessary to cure the
non-compliance and ensure the satisfactory operation of the BMR
rental program. City may contract with a third party to perform
these tasks. Stanford shall reimburse Ci ty for the actual cost
of City's (or its contractor's) time and overhead for as long as
City must assume responsibility for these tasks.
12.0 REQUIRED INCORPORATION IN RENTAL AGREEMENT OR LEASE. Each
lease or rental agreement for a BMR Unit shall require the
household to cooperate in the annual re-certification and to
provide information necessary to verify the continued eligibility
of the household to reside in the BMR Unit. Each household shall
be given a copy of this Agreement and shall be required to sign
an acknowledgement of receipt of this information and of their
understanding of these requirements.
13.0 PROGRAM ADMINISTRATOR. The Department of Planning and
Community Development administers the BMR Program. Currently,
the City's contract program administrator for the Program is the
Palo Alto Housing Corporation. The City may assign any or all of
14
050512 syn 0091544
its administrative
monitoring
designee.
functions
duties
to a
including
program
review, approval and
administrator or other
14.0 RECORDS, MONITORING AND REPORTS. Stanford shall maintain
to demonstrate records, in a form satisfactory to the City,
compliance with this BMR Regulatory Agreement.
16. BINDING ON SUCCESSORS. The terms, covenants and conditions
of this shall run wi th the land and shall apply to, and shall
bind, the heirs, successors, executors, administrators, assigns,
contractors, and subcontractors of the parties.
17. COSTS AND ATTORNEYS' FEES. The prevailing party in any
action or arbi tration brought to enforce the terms of this or
arising out of this may recover from the other party its
reasonable costs and attorneys' fees expended in connection with
such an action or arbitration.
18. NOTICES. Unless otherwise specified in this, notices
hereunder shall be given in writing and mailed, postage prepaid,
by certified mail, addressed as follows:
To City:
Copy to:
To Stanford:
Copy to:
Office of the City Clerk
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
Director of Planning and Community
Environment
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
Stanford Management Company
Attention: Managing Director,
Real Estate
2770 Sand Hill Road
Menlo Park, CA 94025
Office of the General Counsel
105 Encinal Hall
Stanford, CA 94305
The address of a party may be changed from time to time by
written notice given to the other party in the manner set forth
15
050512 syn 0091544
herein. Notices given in the manner set forth herein shall be
deemed received five days after deposit in the mail. Notices
may also be delivered personally and if so, shall be deemed
received upon delivery.
19. INTERPRETATION: This Agreement is intended to implement the
Development Agreement and the Project Approvals, as defined
therein, and it shall be construed accordingly.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in duplicate the day and year first
above written.
APPROVED AS TO FORM:
Senior Asst. City Attorney
··APPROVED:
Assistant City Manager
Director of Planning
and Community Environment
A.P.N. Nos: 142-20-013
142-20-014
142-20-047
142-20-012
050512 syn 0091544
16
CITY OF PALO ALTO
City Manager
THE BOARD OF TRUSTEES OF
LELAND STANFORD JUNIOR
UNIVERSITY
By: Stanford Management
Company
By: __________________________ _
Name: __________________________ __
Its ____________________________ ___
Taxpayer Identification No.
EXHIBIT IIC-411
Letter Agreement Between City of Palo Alto
and Stanford University
(50 Unit Alternative)
EXHIBIT C-4
LETTER AGREEMENT BETWEEN CITY OF PALO ALTO AND
STANFORD UNIVERSITY (50 UNIT ALTERNATIVE)
_____ ,2005
William T. Phillips
Managing Director, Real Estate
Stanford Management Company
2770 Sand Hill Road
Menlo Park, California 94025
SUBJECT: Below Market Rate (BMR) Agreement for City of Palo Alto/Stanford
University Development Agreement Under the Basic BMR
Alternative
This letter summarizes the agreement under the Basic BMR Alternative between Stanford
University and the Department of Planning and Community Environment regarding the
satisfaction of the provisions of the City of Palo Alto's Below Market Rate (BMR)
·Program for the 250 units of housing required under the City of Palo Alto/Stanford
University Development Agreement, ("the Housing") in two locations known as the EI
Camino Sites and the California A venue Sites. Under the Basic BMR Altemati ve, 50
units of this housing are to be below market rate in accordance with the City's BMR
Program, outlined in Program H-36 of the City's Comprehensive Plan (see Exhibit C-l)
adopted by the City Council on December 2, 2002, and certified by the California
Department of Housing and Community Development on May 23, 2003. The program
requirements applicable to the Basic BMR Alternative are set forth in the Below Market
Rate Program documents included in Exhibit B (Selected 2003 Rules) of the
Development Agreement. Those program requirements are modified as set forth in this
letter. No other BMR program requirements are applicable.
As part of a review and update of the BMR ownership and rental programs currently
underway, the City intends to revise its ownership deed restrictions and possibly other
BMR regulatory or enforcement documents. It is the intention of the City and Stanford
that anyone or more new regulations or policies of general application could, at
Stanford's election, be applicable to the BMR portion of the Housing, provided that their
application does not reduce the number, term, quality, or affordability of the BMR units
in the Housing. For example: The affordability standard requiring that three-fourths of
the BMR units within each phase, component, unit type and site must be sold at
affordable prices to households with incomes from 80 to 100% of the area median
income is not subject to change, however, if the City adopts a new policy to detennine '
"affordable prices," Stanford could elect to be subject to the new policy in effect at the
time it signs a regulatory agreement.
050512 syn 0091536
Fifty BMR Units to Be Provided On Sites
BMR Agreement for Basic BMR Alternative
_____ " 2005
Page 2 of6
Stanford shall provide a minimum of fifty BMR units, which shall be located on the EI
Camino Sites and California Sites and integrated into the market rate housing to be built
under the terms of the Development Agreement. BMR units must, overall, be
substantially comparable to the market rate units and included in all project components,
including individual phases and various housing types developed in the project as a
whole; the City reserves the right to accept a modification of this requirement that
provides an equal or superior value to the BMR program. However, in no circumstances
shall less than fifty BMR units be provided on site. Each design review application for
any phase of units shall designate proposed BMR units on the site plans and shall include
floor plans, room dimensions and square footages for both market rate and BMR units.
The BMR Units shall be subject to the Director of Planning and Community
Environment's review and approval.
Regulatory Agreement
Since the type of housing for this project is unknown at this time, the terms of this
agreement are general; when a specific housing development is proposed by Stanford
University pursuant to the Development Agreement, the Director of Planning and
Community Environment and Stanford University will negotiate a detailed regulatory
agreement with specific development requirements for the BMR units which must be
consistent with the terms of this letter agreement. A regulatory agreement shall be
prepared in a form satisfactory to the City Attorney, executed by Stanford University and
the City, and recorded against each property containing one or more BMR units prior to
issuance of the first building permit for the relevant phase of Housing. Subject to the
requirement that it be consistent with the terms of this letter agreement, the regulatory
agreement shall be generally consistent with the BMR agreements entered into by the
City between the years 2004 and 2013, taking into account the differences between this
project and others regarding unit size, unit mix, unit quality, and the extent to which
Stanford will be administering these BMR programs, subject to review and monitoring by
the City.
Term of Regulatory Agreement and/or Deed Restrictions
A 59-year term for the regulatory agreement is required and includes affordability
covenants. For rental housing, the 59-year regulatory agreement shall be recorded
against the property prior to the issuance of the first building permit and the contractual
obligation shall run with the land. For ownership units, in order to maintain and enforce
050512 syn 0091536
BMR Agreement for Basic BMR Alternative
_____ ,2005
Page 3 of6
the BMR restrictions, Stanford shall reserve a right of first refusal to purchase the
leasehold, including the BMR unit, whenever it is offered for sale, sub-lease or
assignment by the ground lessee. Stanford shall maintain records and provide reports for
such units, in a fonn satisfactory to the City, to demonstrate compliance with the HMR
program. This right of first refusal to purchase is in lieu of any City right of first refusal
to purchase the remaining leasehold. Any BMR ownership units will be developed on
land owned by Stanford University and leased under long-term ground leases. Stanford
will provide initial lease terms and extensions for BMR units on terms provided in a
written policy equally applicable to market rate and BMR units in the project, as
amended from time to time, or, if there is no such policy, then on terms equal to the most
favorable tenns given to market rate units of Housing. The BMR deed restrictions
recorded with any ownership BNIR units will be extended to match any ground lease
extensions that exceed the initial 59-year term.
BMR Unit Sales Prices
For ownership projects, the sales prices for BMR units shall be calculated and approved
by the City based on Program H-36, which stipulates two different levels of affordability
within the category of moderate income. Three-fourths of the BMR units within each
phase; component, unit type and site must be sold at affordable prices to household with
incomes from 80 to 100% of the area median income (AMI). The remaining one-fourth
of the BMR units may be sold at sales prices affordable to households with incomes from
100 to 120% of AMI. Affordable sales prices shall be determined using the methodology
described in the City's BMR Ownership Program Housing Price Guidelines (Exhibit B -
Selected 2003 Rules)~ Provided, Stanford may use any methodology for setting sales
prices approved by the City Council as a policy of general application as part of the
Subsequent Rules in effect at the time the Regulatory Agreement is signed. In all cases,
the sales price should be sufficient to cover the estimated cost to the developer of
constructing the BMR unit, including financing, but excluding land, marketing, off-site
improvements, and profit, as more particularly described in the 2003 Rules. Stanford
shall cooperate with the City, the BMR unit buyers and the City's program administrator
as necessary in the sale of the BMR units, following procedures in the Selected 2003
Rules. The BMR unit owners will have all rights of market rate owners including equal
membership and voting rights in condominium or tenant associations.
050512 syn 0091536
BMR Rents
BMR Agreement for Basic BMR Alternative
_____ ,2005
Page 4 of 6
The BMR rental program serves households at the very low (below 50%) and low-
income (below 80%) levels. 25% of the BMR rental units must be occupied at affordable
rents by very low income households with incomes less than 50% AMI; the remaining
75% of the rental units must be occupied at affordable rents by households with incomes
less than 80% AMI. For the very low-income units, the initial rent for each unit type
(studio, one-bedroom, two-bedroom and three-bedroom, etc.) shall not exceed the
monthly rent for 50% of Area Median Income households as published by the California
Tax Credit Allocation Committee (TCAC). Initial rents for each unit type for the low-
income units shall be the lesser of:
a) A rent equal to 80% of the monthly rent, as published by TCAC, (or a similar
standard if TCAC no longer publishes rents,) for households at 100% of the area median
income; or
b) 80% of the market rate rent for a comparable unit.
Initial rents for BMR units shall be established as of the first day of a calendar month,
chosen by Stanford, after the date of the issuance of the first building permit for the
particular phase or project, but prior to the first occupancy of the unit. The BMR rent is
the total maximum monthly charge that may be paid by the tenant for occupancy of the
BMR unit, including parking spaces, storage lockers, and similar amenities. The rents
may be adjusted annually to reflect the change in the Consumer Price Index (CPI) Rent
Residential and shall not exceed an amount equal to one-half of the percentage increase
in the CPI index. BMR rents may not be increased more than once in any 12-month
period. Provided, Stanford has the right to use any BMR rental formula, and rental
increase formula, approved by the City Council as a policy of general application as part
of the Subsequent Rules in effect at the time the Regulatory Agreement is signed.
Eligible Households
Applicants for purchase or rental BMR units must meet the BMR program's
qualifications regarding income, assets and minimum household size standards as
described in the applicable 2003 Rules. Stanford has the right to use any household
eligibility standard approved by the City Council as a policy of general application as part
of the Subsequent Rules in effect at the time the Regulatory Agreement is signed.
050512 syn 0091536
BMR Agreement for Basic BMR Alternative
_____ " 2005
Page 5 of6
Priority for Palo Alto Workers and Residents; Stanford Workers Outside of City
Priority for all BMR units shall be given to those eligible households with at least one
household member who either lives or works within the city limits of the City of Palo
Alto, provided, that for no more than 30% of the units, Stanford may give priority to
households whose members neither work nor live in Palo Alto but which include at least
one individual who is both (1) an employee of Stanford University and (2) not a student
at the University.
Stanford shall inform the City every five years of the percentage of the units
occupied by Stanford households. "Stanford households" are those with no adult member
employed within the City of Palo Alto and at least one adult member employed by
Stanford outside of the City of Palo Alto. Provided, households that initially qualified on
the basis of a Palo Alto residential preference shall never be reclassified as Stanford
households.
If a unit becomes vacant, Stanford may rent to a Stanford household if, and only if, by
'doing so the total number of Stanford households does not exceed 30% of the BMR
Units.
Subsequent Rules
Alternatively, Stanford may develop the BMR units under the "Subsequent Rules," Le.,
all City ordinances, resolutions, rules, regulations, and official policies in effect at the
time a City action is to be taken, as they would apply to housing had the Development
Agreement not been adopted. However, the number of BMR units required shall not be
changed from 50.
Please sign this letter where shown below and return to me, indicating that we have
reached agreement regarding the standard application of the BMR Program to this
project.
Sincerely,
Steve Emslie
Director
Planning and Community Environment
050512 syn 0091536
BMR Agreement for Basic BMR Alternative
_____ ,' 2005
Page 6 of 6
Stanford University agrees to comply with the above-described BMR Program
requirements for development of 50 units to satisfy the BMR Program for the Required
Housing as that term is defined in the Development Agreement between Stanford
University and the City of Palo Alto dated ___________ -'-
William T. Phillips, Managing Director, Real Estate
Stanford Management Company
Stanford University
050512 syn 0091536
EXHIBIT 110 11
Alternative Development Standards
(Chapter 18.62)
EXHIBIT D
ALTERNATIVE DEVELOPMENT STANDARDS (CHAPTER 18.62)
Chapter 18.62
ALTERNATIVE STANDARDS OVERLAY DISTRICT REGULATIONS
Sections:
18.62.010
18.62.020
18.62.030
18.62.040
18.62.050
18.62.060
18.62.070
18.62.010
Purpose
Definitions
Applicability
Relation of Optional Standards to the Underlying
Zone
Alternative Standards Overlay District One (AS1):
Housing and Mixed Use at E1 Camino Site
Alternative Standards Overlay District Two (AS2):
Housing at Upper California Site
Alternative Standards Overlay District Three (AS3)
Community Recreation at Mayfield Site
Purpose
The Alternative Standards Overlay Districts provide
alternative development standards for specific sites in order to
implement the terms of the 200_ Development Agreement between the
City of Palo Alto and Stanford University adopted by Ordinance No.
Unless otherwise specified in the Development Agreement,
these standards are intended to be optional, rather than mandatory,
for those sites. The provisions of this Chapter 18.62 shall be
applied in a manner consistent with Stanford's rights under the
Development agreement.
18.62.020 Definitions
Capitalized terms not otherwise defined in this Chapter 18.62 shall
be those defined in either the Development Agreement or the 2003
Rules. As used in this chapter, the following definitions shall
apply:
(a) "E1 Camino Site" means the combined leaseholds commonly known
as 2450, 2470, and 2500 E1 Camino Real. "Extended E1 Camino Site"
means the E1 Camino Site and the leasehold commonly known as 505
California Avenue.
(b) "Gross Area" means the total land area of a site without
deductions for streets or easements.
Page 1 of 19
050512 syn 0091513h
(b) "Mayfield Site" means real property commonly known as 2650,
2700, and 2780 El Camino Real owned by Stanford University and
leased to the city for community recreation purposes as provided in
the Development Agreement.
(c) "Required Housing" means 250 units of housing that Stanford
is required to build under the 2005 Development Agreement, no more
than 209 units of which shall be located on the Upper California
Site.
(d) "Upper California Site" means the combined leaseholds
commonly known as 1451, 1501, and 1601 California Avenue.
18.62.030 Applicability
These Alternative Standards Districts are only applicable to
the sites identified in this Chapter 18.62. Under the terms of the
Development Agreement, Stanford may choose to be subject to the AS1
District, or the AS2 District, or neither, or both. However, if
Stanford chooses to have the AS2 District apply, it will be
applicable to the entire Upper California Site. rrhe AS1 District
may be applied to either the entire El Camino Site or the entire
Extended El Camino Site. If the AS1 District is initially applied
to 'the El Camino Site, Stanford may later choose to have it apply
to the Extended El Camino Site. The AS3 District applies to the
Mayfield Site as a whole.
18.62~040 Relation of OVerlay District to Other Land Use
Regulations
At the time that application is made to the city for a
discretionary review of a Required Housing project on land eligible
for development under an AS Alternative Standards Overlay District,
the applicant shall file a notice specifying whether it elects to
be subject to the applicable Alternative Standards Overlay
District. The applicant may rescind its choice of an Alternative
Standards Overlay District at any time prior to the issuance of a
building permit for construction of the approved project.
Definitions and procedures for application of the Alternative
Standards shall be those described in the Development Agreement as
the Modified 2003 Rules.
18.62.050 Alternative Standards Overlay District One (AS1):
Housing and Mixed Use at El Camino Site
The purpose of this overlay district is to accommodate the
construction of a housing development adjacent to the Stanford
Research Park that takes advantage of the site's location on El
Camino Real and is compatible with the adjacent development. It
Page 2 of 19
050512 syn 0091513h
may also include limited commercial uses. This district may be
applied to the El Camino Site or the Extended El Camino Site. The
underlying zoning shall not apply if the applicant elects to be
subject to the ASl District.
A. AS1 Alternative Development Standards
Permitted uses
Conditionally permitted uses
Site area and dimensions
(minimum)
El Camino Real frontage
Residential:
a) multiple-family housing and
accessory indoor and outdoor uses
customarily incidental to it;
b) non-profit or government social
services supportive of residential
use;
c) child care center.
In the sale or rental of Required
Housing, neither Stanford nor its
assignees shall discriminate against
households with children or on the
basis of the age of renters, buyers,
or occupants.
Non-Residential:
a) retail service;
b) personal service;
c) eating and drinking service
including outdoor eating areas
incidental to the interior use;
d) child care center;
e) live/work lofts.
None
a) Minimum site to be developed is
the El Camino Site.
b) Site area and dimensions shall
include that portion of the site
subject to access easements existing
as of June 10, 2003.
a) First floor residential uses
Page 3 of 19
050512 syn 0091513h
050512 syn 0091513h
shall be set back 13 to 17 feet from
property line; a wall no more than
four feet high may be placed behind
the effective sidewalk to create
privacy while maintaining a
relationship with the street.
Balconies, porches, stairways, and
similar elements may extend up to
eight feet into the setback.
Cornices, eaves, fireplaces, and
similar architectural features may
extend up to four feet into the
setback.
b) Non-residential uses and
residential uses above cormnercial
uses shall be set back a minimum of
five feet from the property line.
c) No parking is permitted in the
front setback area; structured
parking shall not be visible to
pedestrians from EI Camino Real.
d) City may require a right in/right
out driveway on EI Camino Real.
e) A minimum 12-foot wide effective
sidewalk, including the public
sidewalk, shall be provided and
maintained. At least 7 feet of this
sidewalk shall be in the public
right-of way, with the remainder to
be provided on the EI Camino Site
(or Extended Site). If, however,
the sidewalk provided in the public
right-of-way is less than 7 feet,
the required sidewalk shall be
reduced by the same measure.
f) To the extent they do not
currently exist, street trees shall
be provided in the public sidewalk
area; a second row of trees shall be
provided in a residential setback
area.
g) Primary pedestrian
for residential uses
Page 4 of 19
orientation
shall be
California Avenue frontage
(pertains only to Extended El
Camino Site)
located on El Camino Real.
h) Non-residential uses shall have
entrances on El Camino Real or
California Avenue (with Extended El
Camino Site) or both.
a) Commercial uses and residential
uses which are above commercial uses
have no minimum setback.
b) Ground floor residential uses
shall be set back a minimum of eight
feet from the property line.
Balconies, porches, rways, and
similar elements may extend up to
six feet into the setback.
Cornices, eaves, fireplaces, and
similar architectural features may
extend up to four into the
setback.
c) No surface parking is permitted
along the California Avenue
frontage, but a curbcut for access
to the site is permitted in addition
to the existing access easement
curbcut.
Interior side setback None
Rear setback No structures, architectural
features, building elements, or
surface parking shall be permitted
in the portion of the site subject
to an access easement as of June 10,
2003. Completely below-grade
construction may extend under the
access easement, provided an
underground easement does not
prevent this construction.
Residential density (maximum) 50 dwelling units per acre of Gross
Area, calculated on total site area
irrespective of the portion that is
Page 5 of 19
050512 syn 0091513h
Gross floor area
...
050512 syn 0091513h
devoted to commercial use. No
additional density bonus for
affordable housing is permitted.
Gross floor area shall include all
floors of any building measured to
the outside surface of the stud
walls, and including all of the
following:
-halls and stairways;
-elevator shafts;
-service and mechanical equipment
areas;
-basement, cellar and attic -areas
deemed by the director of planning
and community environment to be
usable;
-any porches, arcades, balconies,
courts, walkways, breezeways or
similar features when located above
the ground floor and used for
required access; and
-permanently roofed areas, either
partially enclosed or unenclosed,
building features used for sales,
service, display, storage or similar
uses.
Gross floor area shall not include:
-parking facilities accessory to
permitted uses on the site,
(excluding area used for storage,
mechanical equipment, and other uses
as noted above) ;
-unroofed exterior areas accessible
to the general public and not
devoted to sales, service, display,
storage or similar uses, including,
but not limited to areas above
podium parking;
Page 6 of 19
-roofed arcades, balconies, plazas,
courts, walkways, porches,
breezeways, porticos, and similar
features that are 50% or less
enclosed by exterior walls
-areas designated
conservation such
compactors, recycling
storage facilities.
for
as
and
resource
trash
thermal
Floor area ratio (maximum) of Mixed Use: 2.0 to 1
gross floor area to Gross Residential 1.75 to 1
Area of site Non-residential 0.25 to 1, as part
of mixed use development
Site coverage (maximum) One hundred percent of the site
Building height (maximum) a) 35 feet in that portion of the
Extended El Camino Site commonly
Daylight plane
Multiple
guidelines
050512 syn 0091513h
family
known as the
leasehold, as
2003.
505 California Avenue
it existed on June 10,
b) 50 feet on the El Camino Site.
c) Height shall be measured pursuant
to Section 18.04.030(b) of the 2003
Rules.
None required
design Chapter 18.28 of the 2003 Rules
shall not apply.
Page 7 of 19
Parking
Except as otherwise provided
in this chapter, parking
shall be governed by Chapter
18.83 of the 2003 Rules.
Usable open space
Residential:
2-or more bedroom units: 2 spaces,
1 of which must be covered; the
spaces may be tandem
1-bedroom: 1.5 spaces, one of which
must be covered
Studio units: 1 covered space
Guest parking: 0.25 covered spaces
per dwelling unit
Non-residential:
1 space for each 200 square feet of
gross floor area
Bicycle parking and loading spaces:
As required by Chapter 18.83.120 of
the 2003 Rules.
As part of Architectural Review of a
project on the site, total required
parking may be reduced by up to
twenty percent by the Director upon
a finding that the reduced parking
will be adequate for the project.
a) Total: A minimum of twenty
percent of the gross site area.
b) Private: No minimum amount or
dimensions. Private open space
should be considered where feasible
although it is not required for each
dwelling unit nor is there a minimum
size requirement when it is
provided. Design of private open
space is flexible and can include,
but is not limited to: patios,
decks, balconies and French
balconies.
c) Common: No minimum amount or
dimensions.
Page 8 of 19
050512 syn 0091513h
Signs
Architectural Review.
d) \\Usable open space" is an outdoor
or unenclosed space located on the
ground or roof of a structure, or
the top of podium parking, or a
balcony, deck, porch, patio or
terrace, designed and accessible for
outdoor living, recreation,
pedestrian access, landscaping, or a
required yard. It does not include
parking areas, (whether covered or
uncovered,) driveways, roads, or
utility or service areas.
e) The Site may include open space
areas with an Ldn in excess of 60
dB, but they shall not be counted
towards required common or private
\\usable open space" unless they are
sited, designed, and constructed to
reduce the maximum Ldn to 60 dB.
Commercial signs shall be permitted
in accordance with the South El
Camino Real Design Guidelines
City shall limit its architectural review as provided in Section
6.4.10 of the Development Agreement. The South El Camino Real
Design Guidelines approved by the Architectural Review Board on
June 6, 2002 are the only applicable local design standards for
this·site.
B. AS! Alternative Base Zoning Standards
At the applicant's option, the El Camino Site in its entirety, or
the Extended El Camino Site, may be developed in compliance with
the RM-40 High Density Multiple Family Residential District,
(including Chapter 18.28) under the 2003 Rules as more particularly
described in the Development Agreement.
c. Zoning if Alternative Site Needed
If, after a building permit has been issued for the construction
of an approved project under the AS1 Overlay District on the El
Camino Site, it is determined to be an Infeasible Site because of
Page 9· of 19
050512 syn 00915J3h
environmental contamination, then, under the conditions and in the
manner described in Section 6.4.2 of the Development Agreement,
Stanford may have the AS1 Overlay District removed from its lands
and the previous zoning restored.
18.62.060 Alternative Standards Overlay District Two (AS2):
Housing on Upper California Site
The purpose of this overlay district is to accommodate single
or mUltiple family housing, or both, on the Upper California Site
that benefits from its proximity to an employment center and is
compatible both with the College Terrace neighborhood across
California Avenue, the adjacent office/research uses to the south
and south-east, and Stanford University's residential neighborhood
to the northwest. Stanford may develop the Upper California Site
in phases. The underlying zoning on the Upper California Site, LM
Limited Industrial/Research Park with a fifty-foot L Landscape
Combining District on the California Avenue frontage, does not
apply to the Upper California Site if the property owner elects to
proceed under the AS2 standards.
Stanford shall be allowed to develop any portion of the
Required Housing on the Upper California Si te in such order and
sequence as Stanford shall determine, except for Stanford's phasing
and timing obligations with respect to Required Housing under the
Development Agreement. It is anticipated that at times during the
construction of the Required Housing, portions of the Upper
'California Site will be occupied with pre-existing limited
industrial/research park non-residential buildings. These
buildings will remain legal uses and complying facilities until
dates set forth below. Upon completion of the Required Housing
developments, the Upper California Site shall be exclusively
residential, with child care centers a permitted use, unless
Stanford needs to provide a substitute Site for all or a portion of
the Upper California Site, as provided in the Development
Agreement.
Page 10 of 19
050512 syn 0091513h
A. AS2 Alternative Development Standards
1. Continuing Standards:
These continuing standards apply to the Upper California Site as a
whole. The Upper California Site housing shall at all times during
its development, and subsequently, be in compliance with the
continuing standards.
Permitted Uses a) Single-family, two-family, and
multiple family residential uses
and indoor and outdoor accessory uses
customarily incidental to those uses.
In the sale or rental of Required
Housing, neither Stanford nor its
assignees shall discriminate against
households with children or on the
basis of the age of renters, buyers,
or occupants.
b) child care center
Conditionally
uses
permi t ted None
Below-market-rate housing
Site area, width, and depth
Per individual dwelling
unit, two-family unit,
multiple-family residential
project or individual
development phase
California Avenue frontage
setback (minimum)
Below-market-ra te units shall be
provided on-or off-site as provided
in the Development Agreement.
No minimum
20 feet from the property line.
a) No building element or
architectural feature (excluding
landscape features,) may extend or
project into the setback.
b) No parking may be located in the
setback area.
c) No frontage roads are permitted in
the setback area, but roads and
Page 11 of 19
050512 syn 0091513h
Upper California
perimeter side and
setback (applied to
Upper California
outer envelope)
Interior setbacks
Building height
050512 syn 0091513h
driveways generally perpendicular to
California Avenue are permitted.
Site 10 feet
rear
entire a) No structures or parking areas are
Site's permitted in the setback area.
b) No perimeter roads or driveways
are permitted in the setback area.
c) The setback from the property line
at Peter Coutts Hill shall be 20 feet.
None. (Minimum setbacks established by
Ti tle 24 of the California Code of
Regulations, Parts 1 through 9, as
adopted and modified by the City of
Palo Alto on a uniform basis, shall
apply. )
a) California Avenue frontage: 30 feet
within 100 feet of property line, and
35 feet within the next 300 feet of
the property line, measured from grade
to the highest point of the coping of
a flat roof or to the deck line of a
mansard roof, or to the height of the
peak or highest ridge line of a
pitched or hipped roof directly above
point on grade from which height is
being measured.
b) Peter Coutts Hill frontage: 30
feet within 100 feet of the property
line and 35 feet for the next 200 feet
from the property line measured from
grade to the highest point of the
coping of a flat roof or to the deck
line of a mansard roof, or to the
height of the peak or highest ridge
line of a pitched or hipped roof
directly above point on grade from
which height is being measured.
Provided, within 300 feet of the Peter
Coutts property line, and 340 feet of
the 1500 Page Mill property line, no
Page 12 of 19
Daylight plane
Multiple family design
guidelines
Parking
Except as otherwise
provided in this chapter,
parking shall be governed
by Chapter 18.83 of the
2003 Rules.
050512 syn 0091513h
structure shall be higher than 118
feet above sea level.
c) Balance of Upper California Site:
50 feet, measured from grade to the
highest point of the coping of a flat
roof or to the deck line of a mansard
roof, or to the average height of the
highest gable of a pitched or hipped
roof.
d) The height of a stepped or terraced
building is the maximum height of any
segment of the building.
e) "Grade" shall mean the adjacent
ground elevation of the finish or
existing grade as of December 1, 2004,
whichever is lower. Existing grade as
of December 1, 2004 is presumed to be
as shown on grading plans and spot
elevation surveys on file with the
City as of that date.
None required
Chapter 18.28 sh~ll not apply.
2 or more bedrooms -2.0 spaces, one
of which shall be covered, which may
be tandem
1 bedroom -1. 5 spaces, one of
which shall be covered
Studio unit - 1 covered space
Guest parking -0.25 spaces per unit.
Guest parking shall be clearly marked
as reserved for guests and shall be in
an area provided for guests with
unrestricted access to guest parking.
Page 13 of 19
Streets
Bicycle parking and loading spaces: as
required by Chapter 18.83.120 of the
2003 Rules
Interior streets may be public or
private. If private, they shall be
subj ect to a public access easement
for vehicles and pedestrians.
Residences along California Dwelling units along California Avenue
Avenue shall be detached and shall reflect
the eclectic nature of the design of
residences on the north side of the
street. Buildings shall approximate
the horizontal rhythm of building-to-
side yard setback and facade areas,
and the relationship of upper and
lower stories, of California Avenue
residential properties located across
the street.from, or in the vicinity of
the Upper California Site. The
development pattern shall provide
similar opportunities for landscaping.
At the applicant's election, some or
all buildings along California Avenue
may be two stories. Automobile access
may be from the rear of the dwellings.
Architectural review
050512 syn 0091513h
City shall limit its architectural
review as provided in Section 6.4.10
of the Development Agreement. No
adopted local design guidelines apply
to this site.
Page 14 of 19
Commercial Buildings
Upper California Site
June 10, 2003
2. Phased Standards:
on All non-residential uses shall cease
on and all non-residential structures be
removed no later than 24 months
following all Subsequent Approvals,
(as defined in the Development
Agreement) for all Required Housing on
the Upper California Site. After that
time, the Upper California Site shall
be exclusively residential, with child
care centers as a permitted use,
unless Stanford needs to provide
substitute Site for all or a portion
of the Upper California Site as
provided in the Development Agreement.
Until that time, those non-residential
structures in existence on June 10,
2003 shall be treated as permitted
structures and may be used for any use
permitted under the LM Limited
Industrial/Research Park District
under the 2003 Rules.
These phased standards apply to the Upper California Site as a
whole. Required Housing may be developed in phases on portions of
the Upper California Site; individual phases need not meet the
phased standards. For example, an individual phase could have a
residential density of thirty dwelling units per acre and no open
space. However, when all Required Housing on the Upper California
Si te is complete, and after, the Upper California Site shall
conform to all the phased standards. In addition, for each phase,
Stanford shall demonstrate that sufficient land remains on the
Upper California Site to permit it to meet the Phased Standards
upon completion of the Required Housing.
Page 15 of 19
050512 syn 0091513h
Upper California Site area
Residential density
(maximum)
Gross floor area
050512 syn 0091513h
16.96 acres
15 dwelling units per acre of Gross
Area. No additional, density bonus for
affordable housing is permitted.
Gross floor area shall include all
floors of any building measured to the
outside surface of the stud walls, and
including all of the following:
-halls and stairways;
-elevator shafts;
-service and mechanical equipment
areas;
-covered parking when located
partially or completely above ground;
-basement, cellar and attic areas
deemed by the director of planning and
community environment to be usable;
-open porches, arcades, balconies,
courts, walkways, breezeways or
similar features when located above
the ground floor'and used for required
access; and
-all roofed porches, arcades,
balconies, porticos, breezeways or
similar features when located above
the ground floor; and
-permanently roofed, but either
partially enclosed or unenclosed,
building features used for storage or
similar uses.
Gross floor area shall not include:
-parking that is completely under-
ground (excluding area used for
storage, mechanical equipment, and
other uses as noted above) ;
Page 16 of 19
-unroofed exterior areas accessible
to the general public, including, but
not limited to areas above podium
parking;
-roofed arcades, balconies, plazas,
courts, walkways, porches, breezeways,
porticos, and similar features that
are 50% or less enclosed by exterior
walls and located on the ground floor
-areas designated for resource
conservation such as trash compactors,
recycling and thermal storage
facilities.
Floor area ratio (maximum) The ratio of gross floor area to the
of gross .floor area to Upper California Site Area shall be
Gross Area of site 0.75 to 1.
Upper California
coverage (maximum)
Site 40% of the Gross Area of the Upper
California Site. Site coverage is that
portion of a site that is covered by
permanent, usable buildings or
structures, excluding landscape
features, fountains, planters,
sculptures, open play equipment,
uncovered sports courts, and similar
elements.
Usable open space (minimum) Total: 25% of the Gross Area of the
050512 syn 0091513h
Upper California Site
Private: No minimum
Common: 10% of the Gross Area of the
Upper California Site
"Usable open space" is an outdoor or
unenclosed space located on the ground
or roof of a structure, or on the top
of podium parking, or a balcony, deck,
porch, patio or terrace, designed and
accessible for outdoor living,
recreation, pedestrian access, or
landscaping, including those portions
of the required California Avenue and
perimeter setbacks not used for roads
or driveways.
"Usable open space" does not include
Page 17 of 19
Commercial Buildings
Upper California Site
June 10, 2003
covered or uncovered parking areas,
roads, driveways, or utility or
service areas.
on All non-residential uses shall cease
on and all non-residential structures be
removed no later than 24 months
following all Subsequent Approvals,
(as defined in the Development
Agreement) for all Required Housing on
the Upper California Site. After that
time, the Upper California Site shall
be exclusively residential, with child
care centers as a permitted use,
unless Stanford needs to provide
Substitute Site for all or a portion
of the Upper California Site as
provided in the Development Agreement.
Until that time, those non-residential
structures in existence on June 10,
2003 shall be treated as permitted
structures and may be used for any use
permitted under the LM Limited
Industrial/Research Park District
under the 2003 Rules.
B. AS2 Alternative Base zoning Standards
At the applicant's option, the Upper California Site, in its
entirety, may be developed in compliance with the RM-15 Low Density
Multiple Family Residential District, subject to the L Landscape
Combining District, both as defined in the 2003 Rules. Provided,
no conditional use permit shall be required for up to four public
or private streets crossing the Landscape Combining District to
provide access to the Upper California Site. All non-residential
uses shall cease and all non-residential structures be removed no
later than 24 months following all Subsequent Approvals, (as
defined in the Development Agreement) for all Required Housing.
After that time, the Upper California Site shall be exclusively
residential, with child care centers as a permitted use, unless
Stanford needs to provide Substitute Site for all or a portion of
the Upper California Site as provided in the Development Agreement.
Until that time, those non-residential structures in existence on
June 10, 2003 shall be treated as permitted structures and may be
used for any use permitted under the LM Limited Industrial/Research
Park District under the 2003 Rules.
Page 18 of 19
050512 syn 0091513h
C. Zoning if Aiternative Site Needed
If, after a building permit for construction of an approved project
under the AS2 Overlay District has been issued for any part of the
Upper California Site, it is determined to be an Infeasible Site
because of environmental co~tamination, then, under the conditions
and in the manner described in Section 6.4.2 of the Development
Agreement, Stanford may have the AS2 Overlay District removed from
its lands and the previous zoning restored.
18.62.070 Alternative Standards OVerlay District T~ree (AS3):
Community Soccer Fields at the Mayfield Site
The purpose of this overlay district is to accommodate the
development and use of a community soccer complex on land leased to
the City of Palo Alto by Stanford University at the corner of El
Camino Real and Page Mill Road on parcels commonly knows as 2650,
2700, and 2780 El Camino Real. The land was redistricted from RM
(D) Multiple Family Residential to PF Public Facilities in
connection with its acquisition for a period of fifty-one years by
the City.
Modified Development Standard
Height Lighting standards up to seventy
feet high are permitted
Fencing Ball-control fencing up to
fourteen (14) feet in height is
permitted on the site.
Page 19 of 19
050512 syn 0091513h
Ground Lease
GROUND LEASE
. BY AND BETWEEN
THE BOARD OF TRUSTEES OF THE LELAND STANFORD
JUNIOR lTNIVERSITY
PAl52141603.5
AS
LESSOR
AND
THE CITY OF PALO ALTO
AS
LESSEE
ARTICLE 1.
ARTICLE 2.
ARTICLE 3.
TABLE OF CONTENTS
BASIC LEASE INFORMATION ................................................................... 1
DEFINITIONS ....................................................... : ......................................... 2
. LEASE OF PREMISES; RESERVATION OF RIGHTS ............................... 6
Secti on 3.1 Premises ............................................................................................... 6
Section 3.2 Reservation of Rights ........................................................................... 6
ARTICLE 4. ACCEPTANCE OF THE PREMISES; REZONING AND
DEDICATION ................................................................................................. 7
Section 4.1 Acceptance; As-Is ................................................................................ 7
Section 4.2 Dedication ............................................................................................ 7
Section 4.3 Rezoning .............................................................................................. 8
ARTICLE 5. TERM .............................................................................................................. 8
Section 5.1 Term ..................... : ..... ; ......................................................................... 8
Section 5.2 Extension Discussions ......................................................................... 8
Section 5.3 Condition to Effectiveness of Lease .................................................... 8
Section 5.4 Lessee's Tennination Right ................................................................. 8
ARTICLE 6. RENT ................................................................................................................ 9
ARTICLE 7. ADDITIONAL RENT ..................................................................................... 9
Section 7.1 Net Lease ............................................................................................. 9
Section 7.2 Impositions ........................ : .................................................................. 9
Section 7.3 Receipts ................................................................................... , ............ 9
Section 7.4 Right to Contest .................................................................................... 9
Section 7.5 Proration ............................................................................................. 10
ARTICLE 8. NET LEASE; NO COUNTERCLAIM OR ABATEMENT ......................... 10
Section 8.1 Net Lease ........................................................................................... 10
Section 8.2 No Release ......................................................................................... 10
Section 8.3 Independent Covenants ...................................................................... 10
ARTICLE 9. USE AND OPERATION OF PREMISES .................................................... 10
Section 9.1 Use Restriction ................................................................................... 10
Section 9.2 Prohibited Uses .................................................................................. 11
Section 9.3 Impacts on Lessor's Other Property .................................................. 11
TABLE OF CONTENTS
(continued)
Section 9.4 Use of the Premises During Repairs And Alterations ....................... 11
ARTICLE 10. LIMITATION ON EFFECT OF APPROVALS ........................................... 11
ARTICLE 11. IMPROVEMENTS, CONSTRUCTION OF ALTERATIONS .................... 12
Section 11.1
Section 11.2
Section 11.3
Section 11.4
Section 11.5
Initial Improvements .......................................................................... 12
Alterations .......................................................................................... 12
Permits and Approvals ....................................................................... 12
Design ................................................................................................ 12
Prerequisites to Commencement of Construction .............................. 14
Section 11.6 General Construction Requirements .................................................. 14
Section 11.7 Construction Completion Procedures ................................................ 16
Section 11.8 On Site Inspection .............................................................................. 16
ARTICLE 12. OWNERSHIP OF IMPROVEMENTS AND ALTERATIONS ................... 16
ARTICLE 13. MAINTENANCE AND REPAIRS; NO WASTE ........................................ 16
Section 13.1
Secti on 13.2
Section 13.3
Maintenance and Repairs ................................................................... 16 .
No Obligation Of Lessor To Repair.. ................................................. 17
No Waste ............................................................................................ 17
ARTICLE 14. UTILITIES AND SERVICES ....................................................................... 17
ARTICLE 15. MECHANICS' AND OTHER LIENS .......................................................... 17
Section 15.1
Section 15.2
No Liens ............................................................................................. 17
No Effect on Lessor's Interests .......................................................... 18
Section 15.3 Lessor's Right to Cause Release of Liens .......................................... 18
ARTICLE 16. RIGHT TO CONTEST LIENS ...................................................................... 18
ARTICLE 17. COMPLIANCE WITH LAWS; INSURANCE REQUIREMENTS ............. 18
i
Section 17.1 Compliance with Applicable Laws .................................................... 18
Section 17.2 Compliance with Insurance Requirements ........................................ 19
ARTICLE 18. ENVIRONMENTAL ISSUES ...................................................................... 19
Section 18.1
Section 18.2
Section 18.3
Section 18.4
Pre-Existing Environmental Condition .............................................. 19
Site RedevelopmentiRelocation of Equipment. ................................. 19
No Exacerbation of Pre-Existing Environmental Condition ............. 19
Cooperation ........................................................................................ 20
ii
Section 18.5
Section 18.6
Section 18.7
Section 18.8
Section 18.9
Section 18.10
Section 18.11
Section 18.12
Section 18.13
TABLE OF CONTENTS
(continued)
Future Use of Hazardous Substances ................................................. 20
Lessee's Indemnity for Environmental Claims .................................. 20
Obligation to Remediate .................................................................... 20
Obligation to Notify Lessor ............................................................... 21
Intentionally omitted .......................................................................... 21
Right to Inspect .................................................................................. 21
Right to Remecliate ............................................................................ 21
Lessor's Exculpation and Indemnity ................................................. 22
General Provisions ............................................................................. 22
ARTICLE 19. rnSURANCE ................................................................................................. 23
Section 19.1
Section 19.2
Required Insurance ............................................................................ 23
Policy FOnTI and General ................................................................... 24
Bection 19.3 Self-Insurance .................................................................................... 25
ARTICLE 20. INDEM:NITY AND RELEASE ..................................................................... 25
Section 20.1 Indemnity ............................................................................................ 25
Section 20.2 Lessee's Assumption of Risk and Waiver ......................................... 25
Section 20.3 Lessor Defined .................................................................................... 26
ARTICLE 21. APPROPRIATION, DAMAGE OR DESTRUCTION ...................... , .......... 26
Section 21.1
Section 21.2
Section 21.3
Section 21.4
Section 21.5
Section 21.6
Section 21.7
Section 21.8
Section 21.9
Section 21.10
Section 21.11
Section 21.12
No Termination, No Effect on Rental Obligation .............................. 26
Eval uation of Effect of Damage or Appropriation ............................ 26
Partial Appropriation; Amendment; Duty to Restore ........................ 26 ,
Damage or Destruction; Duty to Restore ........................................... 27
Performance of Repairs, Restoration and Alterations ........................ 27
Option to Terminate Upon Appropriation ......................................... 27
Surrender Upon Termination ............................................................. 27
Determination of Award .................................................................... 27
Excess Proceeds and Awards for Lessee's Interests .......................... 28
Right to Participate in Settlement ...................................................... 28
Emergency Repairs ............................................................................ 28
Appropriation by Lessee .................................................................... 28
iii
ARTICLE 22.
ARTICLE 23.
TABLE OF CONTENTS
(continued)
NO ASSIGNJ\.1ENT ....................................................................................... 28
SUBLETTING ............................................................................................... 29
Section 23.1
Section 23.2
Section 23.3
Conditions to Subletting .................................................................... 29
Required Information; Lessor's Response ......................................... 29
Permitted Sublease ............................................................................. 30
ARTICLE 24. Intentionally Deleted .................................................................. ~ ................... 30
ARTICLE 25. DEFAULTS AND REMEDIES .................................................................... 30
Section 25.1
Section 25.2
Section 25.3
Section 25.4
Section 25.5
Section 25.6
Section 25.7
Events of Default by Lessee .............................................................. 30
Lessor's Remedies ............................................................................. 30
Intentionally omitted .......................................................................... 31
Waiver of Notice and Redemption .................................................... 31
Rights Cumulati ve ............................................................................. 31
Lessor's Default ................................................................................. 31
Lessee's Limited Recourse ................................................................. 31
Section 25.8 Right to Compel Performance ........................................................... 31
ARTICLE 26. . LESSOR'S RIGHT TO CURE DEFAULTS ................................................ 32
ARTICLE 27. SURRENDER OF TIffi PREMISES ............................................................. 32
Section 27.1 Surrender ............................................................................................ 32
Section 27.2 Ownership of Improvements; Contracts ............................................ 32
Section 27.3 Personal Property ............................................................................... 33
ARTICLE 28. USE OF NAME ............................................................................................. 33
ARTICLE 29.
ARTICLE 30.
ARTICLE 31.
ARTICLE 32.
ARTICLE 33.
ARTICLE 34.
ARTICLE 35.
ARTICLE 36.
SIGNS ............................................................................................................. 33
REPRESENTATIONS AND WARRANTIES OF LESSEE AND
LESSOR ................................................................. ; ....................................... 33
NO WAIVER BY LESSOR ............................................................................ 34
NO PARTNERSHIP ...................................................................................... 34
NO DEDICATION ........................................................................................ 34
NO THIRD PARTY BENEFICIARIES ........................................................ 34
NOTICES ....................................................................................................... 35
HOLDIN'G OVER ......................................................................................... 35
iv
TABLE OF CONTENTS
(continued)
· ARTICLE 37. ~MORANDUM ......................................................................................... 36
ARTICLE 38. ARBITRATION OF DISPlJ'IES ................................................................... 36
Section 38.1 Dispute Resolution ............................................................................. 36
Section 38.2 Acknowledgement and Agreement.. .................................................. 36
ARTICLE 39. GENERAL PROVISIONS ............................................................................ 36
Section 39.1
Section 39.2
Section 39.3
Section 39.4
Section 39.5
Section 39.6
Section 39.7
Section 39.8
Section 39.9
Section 39.10
Section 39.11
Section 39.12
SeCtion 39.13
Broker's Commissions ....................................................................... 36
Severability ......................................................................................... 36
Time of the Essence ........................................................... : ............... 37
Headings ............................................................................................ 37
Lease Construed as a Whole .............................................................. 37
Meaning ofTenns ...................................................................... , ....... 37
Attorneys' Fees .................................................................................. 37
California Law; Forum ...................................................................... 37
Binding Agreement ............................................................................ 37
Entire Agreement ............................................................................... 37
Quiet Enjoyment ................................................................................ 38
Termination Not Merger .................................................................... 38
Estoppel Certificates .......................................................................... 38
v
GROUND LEASE
TIDS LEASE is made and entered into as of , 2005 (the "Effective
Date''), by and between THE BOARD OF TRUSTEES OF THE LELAND STANFORD
JUNIOR .UNIVERSITY, a body having corporate .powers under the laws of the· State of
California ("Lessor"), and THE CITY OF PALO ALTO, a chartered city ("Lessee").
RECITALS
A. Lessor owns that certain real property being a portion of the lands of The Leland
Stanford Junior University and located in the City of Palo Alto, County of Santa Clara, State of
California, and more particularly described in Exhibit A attached hereto (the ··Premises',). The
land described in Exhibit A together with the Improvements (as defined below); is herein
referred to as the "Premises."
B. Lessee now desires to lease the Premises from Lessor, and Lessor desires to lease
the Premises to Lessee on the terms and conditions set forth in this Lease and for the purposes
provided herein.
NOW, THEREFORE, in consideration of the rents to be paid hereunder and of the
agreements, covenants and conditions contained herein, the parties hereby agree as follows:
ARTICLE 1. BASIC LEASE INFORMATION
The folIo:wing is a summary of basic lease information. Each term or item in this
Article 1 shall be'deemed to incorporate all of the provisions set forth below pertaining to such
term or item and to the extent there is any conflict between the provisions of this Article 1 and
any more specific provision of this Lease, the more specific provision shall control.
Lessor:
Address of Lessor:
Lessee:
Address of Lessee:
PAl52141603.5
The Board of Trustees of the
Leland Stanford Junior University
Stanford Management Company
2770 Sand Hill Road
Menlo Park, CA 94025-3065
Attn: Managing Director, Real Estate
The City of Palo Alto
City Manager
City of Palo Alto
250 Hamilton A venue
Palo Alto, CA 94301
with a copy to:
Commencement Date:
Term (Article 5):
Rent (Article 6):
Use (Article 9):
ARTICLE 2. DEFINITIONS
City Attorney
City of Palo Alto
250 Hamilton A venue
Palo Alto, CA 94301
See Article 5
Fifty-one (51) years from the Commencement Date
One Dollar per year
Operation of community athletic fields and other
related public recreational uses
As used in this Lease, the following terms shall have the following meanings, applicable,
as appropriate, to both the singular and plural forms of the terms herein defined:
"Access Agreements" are defined in Section 3.1.
"Added Costs" means the extra, incremental costs to redevelop, repair, maintain,
upgrade' or construct any Alterations at the Premises, due to the Pre-Existing Environmental
Condition, including the presence of residual Hazardous Substances after remediation. Added
Costs include, but are not limited to, the costs of any studies or risk assessments required by any
government authority with jurisdiction or those that are technically warranted and reasonably
requested by Lessor or any tenant or subtenant at the Premises, the costs of any hazardous
material contractor to perform work at the Premises, the costs for handling and disposal of any
contaminated media at the Premises, and the costs of any special requirements to control soil
vapors or dewater the Premises.
"Additional Rent" is defined in Section 7.1.
"Alterations" means any additional improvements, alterations, remodeling, or
reconstruction of or to the Initial Improvements on the Premises, other than the replacement or
restoration of any of the Initial Improvements consistent with their original design and function.
"Applicable Laws" means all applicable laws, statutes, codes, ordinances, orders, rules,
regulations and requirements, including, without limitation, all Environmental Requirements, of
all Federal, state, county, municipal and other governmental authorities and the departments,
commissions, boards, bureaus, instrumentalities, and officers thereof, and all orders, rules and
regulations of the Pacific Fire Rating Bureau, and theAmerican Insurance Association (formerly
the National Board of Fire Underwriters) or any other body exercising similar functions relating
to or affecting the Premises, the Improvements now or hereafter located on the Premises or the
use, operation or occupancy of the Premises for the purposes permitted hereunder, whether now
existing or hereafter enacted.
2
PAl52141603.5
"Appropriation" means any taking by exercise of right of condemnation (direct or
inverse) or eminent domain, or requisitioning by military or other public authority for any
purpose arising out of a temporary emergency or other temporary circumstance or sale under
threat of condemnation. "AppropIiated" means having been subject to such taking and
"Appropriating" means exercising such taking authority.
"Award" means the amount paid by the Appropriating authority as a result of an
Appropriation.
"Basic Lease Information" means the information contained in Article 1.
"Basic Rent" is defined in Article 6.
"Commencement Date" is as stated in Section 5.1.
"Development Agreement" means that certain Development Agreement to which this
Lease is attached as an exhi bit.
"Effective Date" is defined in the opening paragraph of this Lease.
"Environmental Claims" means all claims,· demands, judgments, damages, losses,
penalties, fines, actions, proceedings, obligations, liabilities (including strict liability),
encumbrances, liens, costs (including, without limitation, costs of investigation and defense of
any claim, whether or not such claim is ultimately defeated, and costs of any good faith
settlement or judgment), and expenses of whatever kind or nature, contingent or otherwise,
matured or unmatured, foreseeable or unforeseeable, including without limitation reasonable
attorneys' and consultants' fees and disbursements, any of whiCh are incurred at any time arising
out of or related to Environmental Requirements, including, without limitation:
(i) Damages for personal injury, or injury to property or natural resources
occurring upon or off of the Premises, foreseeable or unforeseeable, including, without
limitation, lost profits, consequential damages, the cost of demolition and rebuilding of any
improvements on real property, interest and penalties, and claims brought by or on behalf of
employees of Lessee, without regard to any immunity to which Lessee may be entitled under any
industrial or worker's compensation laws;
(ii) Fees incurred for the services of attorneys, consultants, contractors,
experts, laboratories and all other costs incurred in connection with the investigation or
remediation of Hazardous Substances or violation of Environmental Requirements, including,
but not limited to, preparation of feasibility studies or reports, or the performance of any cleanup,
remediation, removal, response, abatement, containment, closure, restoration or monitoring work
required by any federal, state or local governmental agency or political subdivision, or
reasonably necessary to make full economic use of the Premises or any other property or
otherwise expended in connection with such conditions, and including without limitation any
attorneys' fees, costs and expenses incurred in enforcing this Lease or collecting any sums due
hereunder;
3
PAl52141603.5
(iii) Liability to any third person or governmental agency to indemnify such
person or agency for costs expended in connection with the items referenced above;
(iv) Diminution in the value of the Premises, and damages for the loss of
business and restriction on the use of, or adverse impact on the marketing of, rentable or usable
space or any amenity of the Premises.
"Environmental Requirements" means all applicable present and future statutes,
regulations, rules, ordinances, codes, common law, licenses, permits, orders, approvals, plans,
authorizations, concessions, franchises, and similar items, and all amendments thereto, of all
governmental agencies, departments, commissions, boards, bureaus or instrumentalities of the
United States, California, and political subdivisions thereof, and all applicable judicial,
administrative and regulatory decrees,judgments, and orders relating to the protection of human
health, safety or the environment, including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. section 9601 et seq.) and
the Resource Conservation and Recovery Act (42 U.S.C. section 6901 et seq.) and including,
without limitation: (i) all requirements pertaining to reporting, licensing, pennitting,
investigation and remediation of emissions, discharges, releases, or threatened releases of
Hazardous Substances, whether solid, liquid, or gaseous in nature, into the air, surface water,
groundwater,or land, or relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport, or handling of Hazardous Substances, and (ii) all requirements
pertaining to the health and safety of employees or the public.
"Exacerbation" means any direct, material adverse impact on the Pre-Existing
Epvironmental Condition resulting from the use of, or any Lessee activities on, the Premises
after the Commencement Date. Exacerbation includes, without limitation, actions which speed,
redirect or enhance the migration of groundwater contamination at the Premises in a fashion that
causes a material adverse impact (for example, by causing Hazardous Substances to migrate to
deeper aquifers), actions which cause material damage to or impair the function of any existing
remediation systems or equipment, and actions which give rise to Environmental Claims.
Exacerbation does not mean the mere ongoing, passive migration of Hazardous Substances
existing before the Commencement Date or the mere construction of Improvements at the
Premises.
"Expiration Date~' is the fifty-first anniversary of the Commencement Date.
"Event of Default" is defined in Section 25.l.
Hazardous Substance" means an y substance:
(i) the presence of which requires investigation or remediation under any
Environmental Requirement;
(ii) which is or becomes listed, regulated or defined as a "hazardous waste,"
"hazardous substance," "hazardous material", "toxic substance", "hazardous air pollutant",
"pollutant," or "contaminant" under any Environmental Requirement;
4
PAl52141603.5
(iii) which is toxic, explosive, corrosive, flammable, infectious, radioactive,
carcinogenic, mutagenic, or otherwise hazardous to health, reproduction or the environment and
is or becomes regulated under any Environmental Requirement;
(iv) the presence of which on the Premises causes or threatens to cause a
nuisance upon the Premises or to surrounding properties or poses or threatens to pose a hazard to
the health or safety of persons on or aboutthe Premises;
(v) the presence of which on adjacent properties could constitute a trespass by
Lessee;
(vi) without limitation of the foregoing, which contains gasoline, diesel fuel or
other petroleum hydrocarbons and the additives and constituents thereto;
(vii) without limitation of the foregoing, which contains polychlorinated
biphenals (PCBs), asbestos or urea formaldehyde foam insulation; or
(viii) without limitation of the foregoing, radon gas.
"Impositions" are defined in Section 7.2.
"Improvements" means the Initial Improvements and any Alterations subsequently
constructed by Lessee .
. "Initial Improvements" means those improvements to be constructed by Lessor prior to
the Commencement Date in accordance with Secti on 11.1.
"Interest Rate" means the lesser of (i) the rate of interest charged by Bank of America at
its offices in San Francisco as its prime or reference rate, plus 2%, or (ii) the highest rate
pennitted under Applicable Laws, compounded monthly.
"Lessee Environmental Activity" means (a) any use, treatment, keeping, handling,
storage, transport, sale, release, disposal, migration or discharge of any Hazardous Substance
originating from the Premises after the Commencement Date, or (b) the Exacerbation of the Pre-
Existing Environmental Condition which arises out of, or is the result of the acts or omissions of
Lessee, its employees, agents, contractors and invitees on or about the Premises during the Term.
"Liens" are defined in Section 15.1.
"New Reproduction Cost" is defined in Section 19.1.
"Orders" is defined in Section 3.2(a).
"Permitted Exceptions" are defined in Section 3.1.
"Permitted Sublease" is defined in Section 23.3.
"Permitted Sublessee" is defined in Section 23.3.
5
PAl52141603.5
"Pre-Existing Environmental Condition" means the presence, release and/or migration
of certain Hazardous Substances at, on, under or from s'oil, groundwater, surface water, the air or
Improvements at, or in the vicinity of, the Premises on or before the Commencement Date, as
identified in the documents described on the attached Schedule 1, and including after the
Commencement Date the further migration, or degradation or transformation through biological
or chemical mechanisms to other compounds, of any such Hazardous Substances.
"Premises" is defined in Recital A.
"Rent" is defined in Section 7.1.
"Responsible Parties" are defined in Section 3.1.
"Term" is defined in Section 5.1.
"Termination Date" shall mean the Expiration Date or such earlier date as this Lease is
terminated pursuant to any provision hereof.
"Third Party Contractors" is defined in Section 13.2.
"Transfer" is defined in Article 22.
ARTICLE 3. LEASE OF PREMISES; RESERVATION OF RIGHTS
Section 3.1 Premises. As of the Commencement Date, Lessor hereby leases and
demises the Premises to Lessee, and Lessee hereby hires the Premises from Lessor on the terms
and conclitions set forth in this Lease. This Lease shall be subject to (a) all zoning and
governmental regulations now or hereafter in effect, (b) all liens, encumbrances, restrictions,
rights and conditions of law or of record existing as of the Commencement Date and as described
on Exhibit A-l attached hereto, and (c) all matters affecting title to or use of the Premises
otherwise known to Lessee or ascertainable by inspection or a survey, provided that Stanford
warrants and represents that it is the owner of the Premises and that it is fully authorized to enter
into a valid and binding lease of the Premises as provided herein. The matters described in the
preceding clauses (b) and (c) are collectively referred to as the "Permitted Exceptions". In
addition, this Lease shall be subject to the rights of Hewlett-Packard Company and BP Oil
Company (the "Responsible Parties"), as detailed in the access agreements attached as Exhibits
B-1 and B-2' (the "Access Agreements"), and to the on-going remediation of Hazardous
Substances described in Article 18.
Section 3.2' Reservation of Rights.
(a) Lessor hereby reserves and excepts all rights in and with respect to the Premises
not inconsistent with Lessee's use of the Premises as permitted herein, including, without
limitation, (i) the right of Lessor, at all reasonable times and, if reasonably practicable, following
advance notice to Lessee, to enter and to permit the County of Santa Clara, the Santa Clara
Valley Water District, other governmental bodies, public or private utilities and other persons to
enter upon the Premises for the purposes of instailing, using, operating, maintaining, renewing,
relocating and replacing such underground wells and water, oil, gas, steam, stonn sewer, sanitary
sewer and other pipe lines, and telephone, electric, power and other lines, conduits, and facilities,
6
PAl52141603.5
and flood access and maintenance rights of way and equipment, as Lessor may deem desirable in
connection with the development or use of the Premises, or any other property in the
neighborhood of the Premises, whether owned by Lessor or not, and (ii) the remediation of
Hazardous Substances in, on, or under, the Premises, as required under Applicable Law and
pursuant to the Access Agreements and the governmental orders regarding the Pre-Existing
Environmental Condition described in Schedule 1 (the "Orders'~. Except to the extent any of
the foregoing wells, pipe lines, lines, conduits, facilities or rights of way are already present on
or under the Premises as of the Commencement Date, no such entry, construction or wells, pipe
lines, lines, conduits, facilities or rights of way shall interfere with the use of the Premises or the
stability of any building or improvement on the Premises.
(b) Lessor hereby retains the sole and exclusive right to enter upon the Premises and
mine or otherwise produce or extract by any means whatsoever, whether by slant drilling or
otherwise, oil, gas, hydrocarbons and other minerals (of whatsoever character) in or under or
from the Premises, such mining, production or extraction to be for the sole benefit of Lessor
without obligation to pay Lessee for any or all of the substances so mined, produced or extracted;
provided, however, that none of the operations for such mining, production or extraction shall be
conducted from the surface of the land hereby leased, but only at such depth beneath such land
surface as not to interfere with Lessee's use of the Premises or the stability of any building or
improvements on the Premises, which the parties agree shall not be less than five hundred (500)
feet. No such entry, mining, production or extraction shall interfere with the use of the Premises
or the stability of any building or improvement on the Premises.
(c) Provided Lessor complies with the limitations of subsections (a) and (b) above,
Lessee hereby waives any claims for damages for any injury or inconvenience to or interference
with Lessee's use of the Premises, or any other loss occasioned by Lessor's exercise of its rights
under this Section 3.2.
(d) Lessor shall be entitled, at all reasonable times and upon reasonable notice to go
upon and into the Premises and the Improvements for the purposes of (a) inspecting the
performance by Lessee of the terms, covenants, agreements and conditions of this Lease, (b)
posting and keeping posted thereon notices of non-responsibility for any construction, alteration
or repair thereof, as required or permitted by any law or ordinance, and (c) any other reason
permitted under this Lease.
ARTICLE 4. ACCEPTANCE OF THE PREMISES; REZONING AND
DEDICATION
Section 4.1 Acceptance; As-Is. Prior to entering into this Lease, Lessee has made a
thorough, independent examination of the Premises and all matters relevant to Lessee's decision
to enter into this Lease. Lessee is thoroughly familiar with all aspects of the Premises and
subject to the provisions of Section 11.1 below, Lessee is satisfied that they are in an acceptable
condition and meet Lessee's needs. Except as described in Section 11.1 below, Lessee agrees to
take the Premises in its existing condition and acknowledges that in entering into this Lease, and
except to the extent specifically provided otherwise, Lessee does not rely on, and Lessor does not
make, any express or implied representations or warranties as to any matters including, without
limitation, the suitability of the soil or subsoil, any characteristics of the Premises, the suitability
of the Premises for the intended use, the likelihood of deriving business from or other
7
P Al52141603.5
characteristics of The Leland Stanford Junior University, the economic feasibility of the use
Lessee intends to make of the Premises, Hazardous Substances on or in the vicinity of the
Premises, or any other matter. Lessee has satisfied itself as to such suitability and other pertinent
matters by Lessee's own inquiries and tests into all matters relevant in determining whether to
enter into this Lease.
Section 4.2 Dedication. Lessor and Lessee acknowledge that the Palo Alto City
Charter requires that Lessee "dedicate" by ordinance any land owned or controlled by it, and
used for "park, playground, recreation or conservation purposes." Lessor and Lessee agree that
the Premises shall be so dedicated only for the term of this Lease, and such dedication shall
automatically cease upon the expiration or earlier termination of this Lease. Lessor and Lessee
further acknowledge that once the Premises is so dedicated, the use permitted under this Lease
cannot be changed without a vote of the electorate, and that "substantial" reconstruction or
redevelopment must be approved by the Palo Alto City Council, and is subject to public
referendum.
Section 4.3 Rezoning. Lessor and Lessee agree and acknowledge that the current
zoning of the Premises does not permit the contemplated use of the Premises for athletic fields
and other recreational uses, and that Lessee will therefore rezone the Premises so that it is
designated as a "PF Public Facilities District", which is defined in the City of Palo Alto Zoning
Ordinance as accommodating "governmental, public utility, educational, and community service
or recreational facilities." Lessor and Lessee further acknowledge that Lessor intends to apply
for rezoning of the Premises upon the expiration or earlier termination of this Lease.
ARTICLES. TERM
Section 5.1 Term. The term of this Lease (the "Term") shall commence on the date
that Lessee takes possession of the Premises after completion of the Initial Improvements by
Lessor (the "Commencement Date"). This Lease shall expire on the Expiration Date or on such
earlier date as this Lease may be terminated as hereinafter provided.
Section 5.2 Extension Discussions. Lessor agrees that upon delivery of written
request by Lessee delivered at any time during the 40th year of the Term, Lessor's authorized
representatives will meet with Lessee to discuss any proposal Lessee wishes to make for a
possible extension of this Lease. Lessee agrees and acknowledges (a) that Lessor's agreement to
meet with Lessee shall not impose any duty (express or implied) upon Lessor to enter into
negotiations for an extension of this Lease, (b) that Lessor is not willing to grant to Lessee an
option to extend this Lease, and (c) that Lessee is not relying on any promise, express or implied,
that this Lease will be extended or renewed.
Section S.3 Condition to Effectiveness of Lease. Lessor shall have the right to
terminate this Lease as provided in Section 20.17 of the Development Agreement in the event the
ordinance approving the Development Agreement is the subject of a referendum, or if litigation
is commenced seeking to rescind or declare void the Development Agreement. The parties
acknowledge that Lessor's obligation to commence construction of the Initial Improvements
within the time period described in Section 11.1 is intended to allow Lessor to exercise its rights
under this Section prior to the commencement of such construction.
8
PAl52141603.5
Section 5.4 Lessee's Termination Right. Lessee shall have the right in its sole
discretion at any time to terminate this Lease and surrender the Premises to Lessor; provided that
no such termination shall affect Lessor's rights under the Development Agreement except as
specifically provided in the Development Agreement.
ARTICLE 6. RENT
As consideration for this Lease, Lessee shall pay to Lessor in advance on the
Commencement Date and on each anniversary of the Commencement Date during the Term rent
in the amount of One Dollar ($1.00) (the "Basic Rent"). Lessor hereby acknowledges that
Lessee has prepaid the entire Basic Rent concurrently with the execution of this Lease.
ARTICLE 7. ADDITIONAL RENT
Section 7.1 Net Lease. Each and every sum payable to Lessor pursuant to this Lease
(other than the Basic Rent), each and every sum Lessee is obligated to pay to any third party
pursuant to this Lease, and each and every sum which Lessor pays to any third party to cure a
default of Lessee under this Lease shall be additional rent ("Additional Rent"). Basic Rent and
Additional Rent are collectively referred to herein as "Rent."
Section 7.2 Impositions. Without limiting the foregoing, Additional Rent shall
include, and Lessee agrees to bear, discharge and pay to the relevant authority or entity, in lawful
money of the United States, without offset or deduction, as the same become due, before
delinquency, all taxes, assessments, rates, charges, license fees, municipal liens, levies, excises
or imposts, whether general or special, or ordinary or extraordinary, of every name, nature and
kind whatsoever, including all governmental charges of whatsoever name, nature or kind that
may be levied, assessed, charged or imposed or may be or become a lien or charge upon the
Premises or any part thereof; or upon the rent or income of Lessee; or upon the use or occupancy
of the Premises; or this transaction or any document creating or transferring an estate or interest
in the Premises; upon any of the buildings or improvements that are or are hereafter placed, built
or newly constructed upon the Premises; or upon the leasehold of Lessee or upon the estate
hereby created; or upon Lessor by reason of its ownership of the fee underlying this Lease,
commencing as of the Commencement Date and continuing throughout the Term. Lessee's
obligations described above include, but are not limited to, the payment of any bonds or charges
imposed or required by any governmental agency or department by reason of the proposed or
actual discharge, cleanup or disposal, or oversight thereof, of Hazardous Substances by Lessee,
or any subtenant, tenant or licensee claiming through Lessee; provided, however, that this
provision shall not, and shall not be deemed to, permit Lessee to use, treat, store or dispose of
any such substances on the Premises. If at any time during the Term, under any Applicable
Laws, any tax is levied or assessed against Lessor directly, in substitution in whole or in part for
real property taxes, Lessee covenants and agrees to pay and discharge such tax. All of the
foregoing taxes, assessments and other charges are herein referred to as "Impositions".
Section 7.3 Receipts. Lessee shall obtain and deliver to Lessor, promptly upon
payment thereof, receipts or duplicate receipts for all Impositions required to be paid by Lessee.
Section 7.4 Right to Contest. Lessee shall have the right to contest, by appropriate
proceedings, the amount or validity, in whole or in part, of any Imposition, provided that unless
9
P AJ52141603.5
Lessee posts adequate security (in Lessor's reasonable determination), Lessee shall not postpone
or defer payment of such Imposition but shall pay such Imposition in accordance with Section
7.2 notwithstanding such contest. Lessor shall have no obligation to join in any such
proceedings, except to the extent Lessor's consent is required to enable Lessee to have standing
to pursue such contest. Lessee shall indemnify and defend Lessor against and save Lessor
hannless from and against any and all claims, demands, losses, costs, liabilities, damages,
penalties and expenses, including, without limitation, reasonable attorneys' fees and expenses,
arising from or in connection with any such proceedings.
Section 7.5 Proration. Any Imposition relating to a fiscal period of any taxing
authority, only a part of which period is included within the Term, shall be prorated as between
Lessor and Lessee so that Lessor shall pay the portion thereof attributable to any period outside
the Term, and Lessee shall pay the portion thereof attrlbutable to any period within the Term.
Lessee, however, shall pay all personal property taxes, without proration, that relate to a fiscal
year in which the Term hereof shall commence or terminate.
ARTICLE 8. NET LEASE; NO COUNTERCLAIM OR ABATE:MENT
Section 8.1 Net Lease. The Basic Rent and Additional Rent due hereunder shall be
absolutely net to Lessor and shall be paid without assertion of any counterclaim, setoff,
deduction or defense and without abatement, suspension, deferment or reduction. Lessor shall
not be expected or required under any circumstances or conditions whatsoever, whether now
existing or hereafter arising, and whether now known or unknown to the parties, to make any
payment of any kind whatsoever with respect to the Premises or be under any obligation or
liability hereunder except as expressly set forth in this Lease.
Section 8.2 No Release. Except as otherwise expressly provided herein, the
obligations of Lessee hereunder shall not be released, discharged or otherwise affected by reason
of: (a) any damage to or destruction of the Premises or any portion thereof or any Improvements
thereon, or any taking thereof in eminent domain; (b) any restriction or prevention of or
interference with any use of the Premises or the Improvements or any part thereof; (c) any
bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or
other proceeding relating to Lessor, Lessee or any constituent partner of Lessee or any sublessee,
licensee or concessionaire or any action taken with respect to this Lease by an trustee or receiver,
or by any court, in any proceeding; (d) any failure on the part of any sublessee, licensee,
concessionaire, or other person to perform or comply with any of the terms of any sublease or
other agreement between Lessee and any such person; (e) any termination of· any sublease,
license or concession, whether voluntary or by operation of law; or (f) any other occurrence
whatsoever, whether similar or dissimilar to the foregoing, in each case whether or not Lessee
shall have notice or knowledge of any of the foregoing.
Section 8.3 Independent Covenants. Lessee's obligations hereunder shall be
separate and independent covenants and agreements. Each agreement of Lessee shall be both a
covenant and a condition. Lessee hereby waives, to the full extent permitted by applicable law,
all rights now or hereafter conferred by statute, including without limitation the provisions of
Civil Code Sections 1932 and 1933, to any abatement, suspension, deferment, diminution or
reduction of any rent hereunder.
10
P Al521 41603.5
ARTICLE 9. USE AND OPERATION OF PREMISES
Section 9.1 Use Restriction. Subject to all provisions and limitations contained
herein, the Premises shall at all times be used and operated for the purposes stated in the Basic
Lease Information and for no other purpose. The parties hereby acknowledge and agree that
Lessee's covenant that the Premises shall be used solely for the purposes stated in the Basic
Lease Information and for no other purpose is material consideration for Lessor's agreement to
enter into this Lease. The parties further acknowledge and agree that any violation of said
covenant shall constitute a material breach of this Lease and entitle Lessor to exercise any and all
of its rights and remedies under this Lease or otherwise at law or in equity.
Section 9.2 Prohibited Uses. Without limitation of the foregoing, or any other
provision of this Lease, the Premises shall not be used by Lessee under any circumstances for
any purpose that in any way (a) causes, creates, or results in a nuisance or waste; (b) involves
substantial hazard, such as the manufacture or use of explosives, chemicals or products that may
explode, or that otherwise may harm the health or· welfare of persons or the physical
environment; or (c) involves any discharge of Hazardous Substances on the Premises, including
but not limited to the disposing or discharging of such substances into or under the Premises,
except as provided in Section 18.5.
Section 9.3 Impacts on Lessor's Other Property. Lessee shall maintain the
Premises and manage its operations so as to avoid any material negative impact from its
appearance or operations on the other tenants and properties located in the Stanford Research
Park.
Section 9.4 Use of the Premises During Repairs And Alterations. Lessee
covenants that Lessee will continuously and without interruption operate the entire Premises for
the uses permitted under Section 9.1, except during any period of construction, restoration,
repair, replacement, rebuilding or remodeling undertaken by Lessee pursuant to Articles 11 or 21
of this Lease and during any period of Appropriation, in which case this covenant shall not apply
to the portion of the Premises actually affected thereby and for such time as is reasonably
required by such restoration, repairs, replacement or rebuilding or condemnation or Alterations,
or where otherwise prevented by causes beyond Lessee's control (other than any financial
difficulties of Lessee).
ARTICLE 10. LIMITATION ON EFFECT OF APPROVALS
All approval and inspection rights of Lessor as set forth in this Lease are specifically for
the benefit of Lessor and no other party: Except as provided in Article 18, Lessor neither has nor
assumes any liability, responsibility or obligation for, in connection with, or with respect to, the
design, construction, maintenance or operation of the Premises or any Improvements, or the
removal and/or remediation of any Hazardous Substances on, in or from the Premises, and no
review, comment, approval or inspection, right or exercise of any right to perform Lessee's
obligations, or similar actions required or permitted by, of, or to Lessor hereunder, or actions or
omissions of Lessor's employees, agents and trustees, or other circumstances shall give or be
deemed to give Lessor any such liability, responsibility or obligation; nor shall any such
approval, actions, information or circumstances relieve or be deemed to relieve Lessee of the
obligation and responsibility for the maintenance and operation of the Premises and
11
PAl52141603.5
Improvements, the design and construction of any Alterations, and the removal and/or
remediation of Hazardous Substances required under this Lease, if any.
ARTICLE 11. IMPROVEMENTS, CONSTRUCTION OF ALTERATIONS
Section 11.1 Initial Improvements. Lessor shall construct community athletic fields
and other improvements to the Premises in accordance with the plans and specifications
described on the attached Exhibit C and previously approved by Lessee (the "Initial
Improvements"), which shall be identified by Lessee during the Term, including with prominent
signage at all entrances, exclusively as ''The StanfordlPalo Alto Community Playing Fields."
Lessor shall commence construction of the Initial Improvements within 100 days after Lessee's
adoption of an ordinance approving the Development Agreement (provided that such
construction shall not commence during the period from October 1 through April 15, unless
Lessor and Lessee mutually agree otherwise). Lessor shall diligently prosecute the Initial
Improvements to completion, subject to delays beyond Lessor's reasonable control. Upon
completion of the Initial Improvements, Lessor shall notify Lessee, and the parties shall conduct
a joint inspection, during which Lessee shall notify Lessor of any items not constructed in
compliance with the approved plans and specifications that must be corrected prior to Lessee's
acceptance of possession of the Premises. Upon correction of such items, if needed, the parties
shall conduct a second inspection to verify such correction. Any dispute regarding the
construction of the Initial Improvements or the completion of the Initial Improvements in
accordance with the requirements of this Lease shall be submitted to the dispute resolution
prqcedures set forth in Article 38.
" Section 11.2 Alterations. Lessee shall have the right to subsequently make
Alterations to the Initial Improvements, subject to Lessor's prior written approval for any
Alterations that cost more than $30,000 (increased during the Term by three percent (3%) per
Lease Year), which approval shall not be unreasonably withheld, conditioned or delayed. All
Alterations shall be at Lessee's expense, and shall be subject to the terms ofthis Article 11.
Section 11.3 Permits and Approvals. Lessee shall be solely responsible for
obtaining, at its expense, the approval of any governmental agencies with jurisdiction over the
Premises for any general plan amendment, rezoning, variance, conclitional use permit, building,
electrical and plumbing permits, environmental impact analysis and mitigations imposed thereby,
or other governmental action necessary to permit the development, construction and operation of
any Alterations in accordance with this Lease. Notwithstanding the foregoing, Lessee shall
apply for and prosecute any required governmental review processes for a general plan
amendment, rezoning, variance or use permit only through and in the name of Lessor, and Lessee
shall not submit any environmental impact report or other consultant's report containing
information regarding Lessor, Lessor's lands or Lessor's tenants to any public agency without
Lessor's prior written approval, which approval shall not be unreasonably withheld, delayed or
conditioned. Lessor, at no third party cost or expense to itself, shall cooperate with Lessee to the
extent reasonably required to obtain governmental approvals for any proposed Alterations
approved by Lessor hereunder. Lessee shall reimburse Lessor for any out-of-pocket expenses
reasonably incurred by Lessor in connection with such cooperation, which reimbursement shall
be due and payable by Lessee to Lessor upon demand. Nothing contained herein, however, shall
permit or be deemed to permit Lessee to use the Premises for any purpose not expressly
permitted under Section 9.1.
12
PAl52141603.5
Section 11.4 Design. The following terms and conditions shall apply to all
Alterations costing more than $30,000.
(a) The exterior design of all Alterations, including without limitation, the site plan,
landscaping plan and materials, colors, and elevations, shall be subject to the approval of Lessor,
whi.ch approval shall not be unreasonably withheld, conditioned or delayed. In addition,
structural plans for any Alterations shall be subject to Lessor's approval, which approval shall
not be unreasonably withheld, conditioned or delayed.
(b) Lessee shall submit to Lessor, for Lessor's review, the number required by Lessor
(but not more than four) of duplicate sets of exterior design drawings for any Alterations,
whether or not they are required to commence the application for governmental design approval.
The design drawings shall be subject to Lessor's approval in accordance with Section 11.4(a)
above. Lessee shall not apply for any governmental approvals until after obtaining Lessor's
written approval of the design drawings.
(c) Lessee acknowledges that prior to approving the exterior design drawings for any
Alterations, Lessor may be obligated to meet and consult with certain committees and other
persons within Lessor's organization. Lessee shall provide Lessor with such information and
materials as Lessor may request, attend committee and other meetings with Lessor and other
persons associated with Lessor, and take such other actions as Lessor deems necessary to satisfy
the requirements of such committees and other persons within Lessor's organization, and to
otherwise respond to Lessee's request for approval of the design drawings for any Alterations.
(d) Prior to finalizing any construction documents that differ from any exterior design
or other construction documents previously approved by Lessor, Lessee shall submit to Lessor
for Lessor's written approval in accordance with Section 11.4(a) above, the number of duplicate
sets of such documents required by Lessor (but not more than four), upon which any changes
shall be indicated.
(e) If Lessor expresses its disapproval of any item pursuant to this Article 11, Lessee
shall make whatever changes are reasonably necessary to address the disapproved item and shall
resubmit it for Lessor's approval. Lessee shall not proceed with the disapproved item, or any
item affected by the disapproved item, until Lessor has approved Lessee's changes. If Lessor
and Lessee are unable to agree upon a resolution, Lessor and Lessee shall meet to attempt to
resolve the dispute; provided, however, that Lessor's final determination shall prevail so long as
Lessor is in compliance with its obligations under Section 11.4(a) above.
(f) Lessor acknowledges that if Lessee undertakes construction of any Alterations,
such construction will be regulated by laws governing public works of improvement, and as such
the provisions of this subsection (f) may not apply. In the event such construction is undertaken
by a successor lessee, assignee or subtenant which is not a public agency, the following shall
apply: Prior to entering into a contract with any design architect, landscape architect or general
contractor for any Alteration, Lessee shall obtain Lessor's written approval, which approval shall
not be unreasonably withheld, conditioned or delayed, of the identity of each such design
architect, landscape architect or general contractor. Each such contract shall contain provisions
acceptable to Lessor that permit such contracts to be assumed by Lessor or its designee, at
13
PAl52141603.5
Lessor's sole discretion, following a termination of this Lease. Any such assumption shall be on
the same terms and conditions (including, fees and prices) as set forth in such contracts.
Section 11.5 Prerequisites to Commencement of Construction. In addition to all
other requirements set forth herein, before commencing the construction of any Alterations and
before any building materials have been delivered to the Premises by Lessee or under Lessee's'
authority, Lessee shall:
(a) Upon Lessor's request, furnish Lessor with a true copy of Lessee's contract with
the general contractor.
(b) Procure or cause to be procured comprehensive liability insurance covering
Lessee, Lessor and each construction manager, contractor and subcontractor engaged in any
work on the Premises, which insurance may be effected by endorsement, if obtainable, on the
policy required to be carried pursuant to· Article 19, including insurance for completed
operations, elevators, owner's, construction manager's and contractor's protective liability,
products completed operations for 3 years after the date of acceptance of the work by Lessee,.
broad form blanket contractual liability, broad form property damage and full form personal
injury (including but not limited to bodily injury), covering the performance of all work at or
from the Premises by Lessee, its construction manager, contractors and subcontractors, and in a
lfability amount not less than the amount at the time carried by prudent owners of comparable
CO?struction projects in the Santa Clara Valley, but in any event not less than $5,000,000
combined single limit, which policy shall contain a cross-liability clause or separation of
in'sureds provision, and an endorsement deleting the property damage exclusion as to explosion,
underground, and collapse hazards, and an endorsement providing incidental malpractice
cqyerage, and shall include thereunder for the mutual benefit of Lessor and Lessee, bodily injury
liability and property damage liability automobile insurance on any non-owned, hired or leased
automotive equipment used in the construction of any work. Lessee shall provide Lessor with
certified copies of all such insurance or, with the written approval of Lessor, certificates of such
insurance in form reasonably satisfactory to Lessor. All such insurance shall comply with the
requirements of Articles 11 and 19.
Section 11.6 General Construction Requirements.
(a) All construction and other work in connection with any Alterations shall be done
at Lessee's expense and in a prudent and first class manner and with first class materials. Lessee
shall construct all Alterations in accordance with (i) all Applicable Laws, (ii) plans and
specifications that are in accordance with the provisions of this Article 11 and all other
applicable provisions of this Lease, and (iii) to the extent not inconsistent with the terms of this
Lease, the requirements of the then-current Stanford Research Park Handbook promulgated from
time-to-time by Lessor, a current copy of which is attached as Exhibit D.
(b) Lessee shall give Lessor not less than 60 days notice of any construction or
excavation contemplated on any portion of the Premises. Lessee shall pay Lessor's costs and
expenses for an on-site Lessor-designated archaeological consultant (which consultant may be an
independent contractor or an employee of Lessor) during any such construction or excavation.
When such consultant deems it necessary to investigate the possible presence of, or to protect,
archaeological artifacts, such consultant shall have the authority to temporarily halt the
14
P A/52141 603,5
construction or excavation work in the area subject to such investigation. Lessee shall comply,
at its own expense, with the consultant's requests and state law regarding the protection, removal
or reburial of human remains and archaeological artifacts. Any archaeological artifacts
discovered on the Premises shall belong to Lessor. Lessor and its archeological consultant shall
not be liable for any damages or other liability that may result from cessation of excavation or
construction, or other compliance with the provisions of this Section 11.6.
(c) Lessee shall construct all Alterations within setbacks required by Applicable
Laws or by Lessor; provided that Lessee shall be allowed to provide parking as a permitted use
in the setback area if needed, subject to mutually agreeable landscaping to shield such parking
from view.
(d) Prior to the commencement of any construction or work of improvement on the
Premises that could result in a mechanics' or materialmens' lien being imposed on the Premises,
Lessor shall have the right to post in a conspicuous location on the Premises, as well as to record
with the County of Santa Clara, a Notice of Lessor's Nonresponsibility pursuant to the California
Civil Code. Lessee agrees to give Lessor at least 10 days prior written notice of the
commencement of any construction or work of improvement.
(e) The provisions of Section 11.4 shall apply to any change in the design elements of
the Alterations that are subject to Lessor's approval and that have been approved by Lessor, and
to any material deviations in the actual construction of the Alterations from such approved
design elements. During the course of construction of any Alterations, Lessor shall have 5
business days to respond to any request for approval of any change order requiring Lessor's
approval hereunder. If Lessor does not respond to the request within that time, the request shall
be deemed approved 5 business days after Lessor recei ves notice from Lessee that Lessor has
failed to respond within the aforesaid 5 business day period. Lessor's review, comments,
recommendations or approvals of the plans and specifications of any other design documents, or
of any subsequent alterations or modifications, are not, and shall not be deemed to be, a
statement of compliance with the terms of this Lease other than the specific requirement that
Lessee procure such review or approval.
(f) Lessee shall take all necessary safety precautions during any construction.
(g) Lessee shall be responsible at its sole cost and expense for determining the
location of any underground pipes, wells, monitoring equipment and other facilities connected
with the environmental remediation disclosed by the Access Agreements and by the Orders, and
shall not damage or disturb any such facilities during the course of construction. Lessor shall
allow Lessee access to any documents in Lessor's possession (other than those which are
privileged or subject to confidentiality agreements) relating to the existence and location of such
facilities (without warranty that such documents are complete or accurate), and shall use
commercially reasonable efforts to assist Lessee in gaining information and cooperation from the
Responsible Parties with respect to the existence and location of such facilities.
(h) Lessee shall prepare and maintain (i) on a current basis during construction,
annotated plans and specifications showing clearly all changes, revisions and substitutions during
construction, and (ii) upon completion of construction, as-built drawings showing clearly all
changes, revisions and substitutions during construction, including, without limitation, field
15
PN521416D3.5
changes and the final location of all mechanical equipment, utility lines, ducts, outlets, structural
members, walls, partitions and other significant features of any Alteration. These as-built
drawings and annotated plans and specifications shall be kept at the City of Palo Alto Public
Works Department at City Hall, and Lessee shall update them as often as necessary to keep them
current. The as-built drawings and annotated plans and specifications shall be made available for
copying and inspection by Lessor at all reasonable times, subject to Lessor paying all copying
costs.
Section 11.7 Construction Completion Procedures. Promptly upon completion of
the construction of any Alterations during the Term, Lessee shall file for recordation, or cause to
be filed for recordation, a notice of completion, and shall deliver to Lessor evidence satisfactory
to Lessor of payment of all costs, expenses, liabilities and liens arising out of or in any way
connected with such construction (except for liens that are contested in the manner provided
herein).
Section 11.8 On Site Inspection. Lessor shall be entitled, at Lessor's sole cost and
expense, to have on site, at all times during the construction of the Alterations, an inspector or
representative who shall be entitled to observe all aspects of the construction. No inspection
performed or not performed by Lessor hereunder shall give, or be deemed to give, Lessor any
responsibility or liability for, or approval or acceptance of, any aspect of the design or
construction of any Alterations, or constitute or be deemed to constitute a waiver of any of
Lessee's obligations hereunder.
ARTICLE 12. OWNERSHIP OF IMPROVEMENTS AND ALTERATIONS
During the Term, no Improvements shall be conveyed, transferred or assigned, except as
permitted under Article 22, and a~ all such times the holder of the leasehold interest of Lessee
under this Lease shall be the owner of such Improvements. Any attempted conveyance, transfer
or assignment of all improvements located on the Premises, whether voluntarily or by operation
of law or otherwise, to any person, corporation or other entity shall be void and of no effect
whatever, except as perm.jtted under Article 22. Notwithstanding the foregoing, Lessee may
from time to time replace items of personal property and fixtures. Upon any termination of this
Lease, whether by reason of the expiration of the Term hereof, or pursuant to any provision
hereof, or by reason of any other cause whatsoever, all of Lessee's right, title and interest in the
Improvements (other than personal property and fixtures) shall cease and terminate and title shall
immediately vest in Lessor. Lessee shall surrender the Improvements to Lessor as provided in
Article 27. No further deed or other instrument shall be necessary to confirm the vesting in
Lessor of title to the Improvements. However, upon any term.jnation of this Lease, Lessee, upon
request of Lessor, shall execute, acknowledge and deliver to Lessor a quitclaim deed and
quitclaim bill of sale confirming that all of Lessee's rights, title and interest in the Improvements
has expired and that title thereto has vested in Lessor.
ARTICLE 13. MAINTENANCE AND REPAIRS; NO WASTE
Section 13.1 Maintenance and Repairs. During the Term, Lessee shall, at its own
cost and expense and without any cost or expense to Lessor, keep and maintain the Premises and
all Improvements and appurtenant facilities, including without limitation the grounds, sidewalks,
parking and landscaped areas, and all furniture, fixtures and equipment, in good condition and
16
PN52141603.5
repair and shall allow no nuisances to exist or be maintained thereon. Lessee shall promptly
make all repairs, replacements and alterations (whether structural or non structural , or ordinary or
extraordinary) necessary to maintain the Premises and the Improvements thereon in good
condition and in compliance with all Applicable Laws and to avoid any structural damage or
injury to the Premises or the Improvements.
Section 13.2 No Obligation Of Lessor To Repair. Lessor shall not be obligated to
make to the Premises or the Improvements any repairs, replacements or· renewals of any kind,
nature or description whatsoever, and Lessee hereby expressly waives any right to make repairs
at Lessor's expense under Sections 1932(1), 1941 and 1942 of the California Civil Code, or any
amendments thereof, or any similar law, statute or ordinance now or hereafter in effect. Lessor
will obtain from its contractor(s) industry-standard warranties regarding the construction of the
Initial Improvements, and shall provide in any design and construction contracts for such Initial
Improvements that Lessee shall be entitled to enforce such warranties and any other claims under
such contracts, and Lessor will provide Lessee with a period of 5 business days to review and
comment on the proposed warranties to be included in any such contracts prior to execution
thereof. Lessee shall have the right to enforce any w81Tanties of, or other claims that may exist
against, third party designers, construction contractors, equipment manufacturers or vendors, and
other consultants with respect to the Initial Improvements (hereinafter referred to as "Third
Party Contractors"), whether arising from contract or by operation of law. At either party's
request, the other party shall execute any written assignments or other documents requested to
assist in the pursuit of that party's rights, claims or causes of action against such Third Party
Contractors.
Section 13.3 No Waste. Lessee shall not commit or pennit waste upon the Premises.
No dirt, earth, rocks, gravel or the like shall be removed from the Premises except as required in
connection with the construction of Alterations, or otherwise in accordance w·ith the provisions
of this Lease and Applicable Laws, and at Lessee's expense.
ARTICLE 14. UTILITIES AND SERVICES
In connection with the construction of the Initial Improvements, Lessor shall install all
utilities reasonably necessary to the operation of the Premises for its pennitted use as community
athletic fields. All service lines of such utilities shall be installed beneath the surface of the
Premises, except for backflow preventers, lighting and utility lines, which may be installed above
ground. Lessor shall be responsible for the installation of such service lines as are necessary and
incidental to the use of the Premises for community athletic fields, and Lessee shall otherwise be
responsible for maintaining them at no cost or expense to Lessor. After the Commencement
Date, Lessee shall be solely responsible for, shall make all arrangements for, and shall pay for all
utilities and services furnished to or used at the Premises, including without limitation, gas,
electricity, other power, water, telephone, cable and other communication services, security
services, sewage, sewage service fees, trash collection, and any taxes or impositions thereon.
ARTICLE 15. MECHANICS' AND OTHER LIENS
. Section 15.1 No Liens. Lessee agrees to keep the Premises and all Improvements
thereon free and clear of and from any and all mechanics', material supplier's and other liens for
(i) work or labor done, services performed, materials, appliances, or power contributed, used or
17
PAl52141603.5
furnished, or to be used, in or about the Premises for or in connection with any operations of
Lessee; (ii) for any Alterations; or (iii) for any work or construction by, for or permitted by
Lessee on, in or about the Premises or Improvements (collectively, "Liens "). Lessee, at all
times, shall promptly and fully pay and discharge any and all claims upon which any such Lien
mayor could be based, and keep the Premises and Improvements free and clear of, and save and
hold Lessor harmless from, any and all such Liens and claims of Liens, damages, liabilities, costs
(including, without limitation, attorneys' fees and costs), suits or other proceedings pertaining
thereto. The foregoing shall not prevent Lessee from exercising its rights under Article 16.
Section 15.2 No Effect on Lessor's Interests. No mortgages, deeds of trust, or Liens
of any character whatsoever created or suffered by Lessee shall in any way, or to any extent,
affect the interest, right or title of Lessor in and to the Premises or the Improvements.
Section 15.3 Lessor's Right to Cause Release of Liens. If Lessee does not cause
any Lien that Lessee does not contest in accordance with Article 16 to be released of record by
payment or posting of a proper bond within 10 days following the imposition of such Lien,
Lessor shall have the right, but not the obligation, to cause the Lien to be released by any means
Lessor may deem appropriate, and the amount paid by Lessor, together with all expenses Lessor
incurs in connection therewith (including, without limitation, reasonable attorneys' fees and
expenses), plus interest at the Interest Rate from the date of payment by Lessor, shall be
Additional Rent, immediately due and payable by Lessee to Lessor upon demand. The foregoing
.shall not prevent Lessee from exercising its rights under Article 16.
ARTICLE 16. RIGHT TO CONTEST LIENS
'.' Lessee shall have the right to contest, in good faith, the amount or validity of any Lien.
However, before doing so, Lessee shall give Lessor written notice of Lessee's intention to do so
within 10 days after the recording of such Lien. If Lessee contests any Lien, Lessee shall, at its
expense; defend itself and Lessor against the Lien and shall pay and satisfy any adverse
judgment that may be rendered concerning the Lien before that judgment is enforced against the
Premises. In addition, at the request of Lessor, Lessee shall procure and record the bond
provided for in Section 3143 of the California Civil Code, or in any comparable statute hereafter
enacted providing for-a bond freeing the Premises from the effect of such Lien or claim or action
thereof. Lessee shall pay all reasonable attorneys' fees, consultants' fees, travel expenses, and
other costs incurred by Lessor in connection with any such contest.
ARTICLE 17. COMPLIANCE WITH LA WS; INSURANCE REQUIREMENTS
Section 17.1 Compliance with Applicable Laws. Lessee, at Lessee's expense, shall
comply with all Applicable Laws. Any work or installations made or perfonned by or on behalf
of Lessee or any person or entity claiming through or under Lessee in order to conform the
Premises to Applicable Laws shall be subject to and performed in compliance with the
provisions of Article 11. Lessee shall give Lessor immediate written notice of any violation of
Applicable Laws known to Lessee and, at its expense, Lessee shall immediately rectify any such
violation. Without in any way limiting the generality of the foregoing obligation of Lessee,
Lessee shall be solely responsible for compliance with, and shall make or cause to be made any
improvements and alterations to the Premises (including, without limitation, removing barriers
and providing alternative services) as shall be required by the Americans with Disabilities Act
18
(42 USC section 12101 et seq.), as the same may be amended from time to time, and any similar
or successor laws, and with any rules or regulations promulgated thereunder. Lessee's liability
to so comply shall be primary, .and Lessee shall indemnify Lessor in accordance with Article 20
for Lessee's failure, or alleged failure, to comply, or to cause the Premises to comply, with said
laws and rules and regulations.
Section 17.2 Compliance with Insurance Requirements. Lessee shall not do
anything, or permit anything to be done, in or about the Premises that would: (a) invalidate or be
in conflict with the provisions of any fire or other insurance policies covering the Premises or
any property located therein, or (b) result in a refusal by insurance companies of good standing
to insure the Premises or any such property in amounts required hereunder. Lessee, at Lessee's
expense, shall comply with all rules, orders, regulations or requirements of the American
Insurance Association (fonnerly the National Board of Fire Underwriters) and with any similar
body that shall hereafter perfonn the function of such Association.
ARTICLE 18. ENVIRONMENTAL ISSUES
Section 18.1 Pre-Existing Environmental Condition. Lessee represents and
acknowledges that it is aware of the Pre-Existing Environmental Condition and that there is an
ongoing remediation of the Premises. Lessee further represents and acknowledges that it has
sought expert advice from its own attorneys and technical consultants and has made such
investigations, independent inquiries and evaluations as it deems appropriate to ascertain the
effects, if any, of the Pre-Existing Environmental Condition on future redevelopment of the
Premises and on persons using the Premises. Lessor makes no representation or warranty with
regard to the Pre-Existing Environmental Condition or with regard to any aspect of the
environmental condition of the Premises. Lessee, on behalf of itself and its successors and
assigns, hereby unconditionally releases and discharges Lessor from any and all Environmental
Claims which Lessee may have, claim to have, or which may hereafter accrue against Lessor,
arising out of or relating to or in any way connected with the Pre-Existing Environmental
Condition, except to the extent of Lessor's indemnity as set forth in Section 18.12.
In connection with the above release, Lessee hereby waives any and all rights conferred
upon it by the provisions of Section 1542 of the California Civil Code, which reads as follows:
A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known
by him must have materially affected his settlement with the debtor.
The foregoing provisions of this Section 18.1 shall not be construed to release any third party
from liability arising out of the environmental condition of the Premises.
Section 18.2 Site RedevelopmentiRelocation of Equipment. Lessee and its
subtenants, contractors and agents shall be solely responsible for any Added Costs associated
with the construction of any subsequent Alterations due to the Pre-Existing Environmental
Condition. Lessee and its subtenants, contractors and agents shall also be solely responsible for
the relocation of any pipes, wells and remediation equipment on the Premises, unless such
relocation is undertaken by the Responsible Parties or Lessor.
19
P Al52141603.5
Section 18.3 No Exacerbation of Pre-Existing Environmental Condition. Lessee
and its subtenants, contractors and agents shall not take any affilTIlative actions which cause
Exacerbation of the Pre-Existing Environmental Condition, and Lessee shall be liable for and
indemnify Lessor pursuant to Section 18.6 for any costs and expenses associated with such
Exacerbation. In its construction of any Alterations, Lessee and its subtenants, contractors and
agents shall perform any work in a diligent fashion using qualified contractors acting, as
appropriate, under the supervision of experienced and qualified environmental consultants or
engineers, with adequate insurance, and in accordance with all Environmental Requirements.
Section 18.4 Cooperation. Lessor agrees to use commercially reasonable efforts to
enforce its rights against the Responsible Parties, including those under the Access Agreements,
for the benefit of Lessee and to obtain the cooperation of the Responsible Parties in connection
with Lessee's use of the Premises and any subsequent Alterations; provided that Lessor shall not
be obligated to incur any third party expense in connection with such efforts or institute legal
proceedings against the Responsible Parties. For the mutual benefit of Lessor and Lessee, Lessor
also agrees to use commercially reasonable efforts to enforce its rights (if any) against the
Responsible Parties and also against any other potentially responsible parties who cause or
contribute to the presence, release and/or migration of any Hazardous Substances' at, on, under or
from soil, groundwater, surface water, the air or Improvements at the Premises.
Section 18.5 Future Use of Hazardous Substances. No Hazardous Substance shall
b~ used, treated, kept, stored, transported, handled, sold, released, discharged or disposed of
from, at, on, under, from or into the Premises. Notwithstanding the foregoing, Lessee and its
subtenants and agents may use small quantities of pesticides, herbicides, fertilizers or cleaning
products which are necessary to the permitted use of the Premises, and then only in compliance
with all Applicable Laws.
Section 18.6 Lessee's Indemnity for Environmental Claims. Lessee shall
indemnify, protect, defend, reimburse, and save and hold harmless Lessor, from and against any
and all Environmental Claims to the extent caused by Lessee Environmental Activity. Lessee's
obligations hereunder shall include, but not be limited to, the burden and expense of defending
all claims, suits and administrative proceedings, even if such claims, suits or proceedings are
groundless, false or fraudulent; conducting all negotiations of any description; and promptly
paying and discharging when due any and all judgments, penalties, fines or other sums due·
against or from Lessor or the Premises. Prior to retaining counsel to defend such claims, suits or
proceedings, Lessee shall obtain Lessor's written approval of the identity of such counsel, which
approval shall not be unreasonably withheld, conditioned or delayed.
Section 18.7 Obligation to Remediate. Notwithstanding the obligation of Lessee to
indemnify Lessor pursuant to this Lease, Lessee shall, upon demand of Lessor, and at Lessee's
expense, promptly take all actions to remediate the Premises from the effects of any Lessee
Environmental Activity. Such actions shall include all those required by any Applicable Laws
and in order to comply with the remaining provisions of this Section, including but not limited
to, the investigation of the environmental condition of the Premises, the preparation of any
feasibility studies, reports or remedial plans, and the perfolTIlance of any cleanup, remediation,
containment, operation, maintenance, monitoring or restoration work, whether on or off of the
Premises. Lessee shall take all actions reasonably necessary to restore the Premises to the
condition existing before the Commencement Date, except that it shall not be responsible for the
20
PAl52141603,5
elimination of conditions that are not the result of Lessee Environmental Activity. All such work
shall be performed by contractors selected by Lessee and approved in advance and in writing by
Lessor. Lessee shall proceed continuously and diligently with such investigatory and remedial
actions, provided that in all cases such actions shall be in accordance with all Applicable Laws.
Any such actions shall be performed in a good, safe and workmanlike manner, and shall have
minimum impact on the permitted use being made of the Premises. Lessee shall pay all costs in
connection with such investigatory and remedial activities, including but not limited to all power
and utility costs, and any and all taxes or fees that may be applicable to such activities. Lessee
shall promptly provide to Lessor copies of testing results and reports that are generated in
connection with the above activities and any that are submitted to any governmental entity.
Promptly upon completion of such investigation and remediation, Lessee shall permanently seal
or cap all monitoring wells and test holes to industrial standards in compliance with Applicable
Laws, remove all associated equipment, and repair any surface damage, including paving, caused
by such investigation or remediation.
Section 18.8 Obligation to Notify Lessor. If Lessee shall become aware of or
receive notice or other communication concerning any actual, alleged, suspected or threatened
violation of Environmental Requirements, or liability for Environmental Claims in connection
with the Premises or past or present activities of any person thereon, including but not limited to,
notice or other communication concerning any actual or threatened investigation, inquiry,
lawsuit, claims, citation, directive, summons, proceeding, complaint, notice, order, writ, or
injunction, relating to same, then Lessee shall deliver to Lessor, within ten (10) days of the
receipt of such notice or communication by Lessee, a wlitten description of said violation,
liability, correcting information, or actual or threatened event or condition, together with copies
of any documents evidencing same. Receipt of such notice shall not be deemed to create any
obligation on the part of Lessor to defend or otherwise respond to any such notification.
Section 18.9 Intentionally omitted.
Section 18.10 Right to Inspect. Lessor shall have the right, but not the obligation, to
enter and conduct an inspection of the Premises, induding invasive tests, at any time Lessor has
a reasonable basis for belief that Lessee is not complying with the terms of this Lease, including
but not limited to the compliance of the Premises and the activities thereon with Environmental
Requirements and the existence of Environmental Claims as a result of the condition of the
Premises or surrounding properties and activities thereon. Lessor shall deliver prior written
notice to Lessee of its intention to conduct such an inspection at least 10 days prior to such
inspection and Lessee shall have the opportunity during such 10-day period to provide evidence
reasonably acceptable to Lessor (as determined by Lessor) that such an inspection is not
warranted. Lessor shall have the right, but not the obligation, to retain at its expense any
independent professional consultant to enter the Premises to conduct such an inspection and to
review any report prepared by or for Lessee concerning such compliance. Lessee hereby grants
to Lessor, and the agents, employees, consultants and contractors of Lessor, the right to enter the
Premises and to perform such tests on the Premises ·as are reasonably necessary in the opinion of
Lessor to conduct such review and inspections. Lessor shall restore the condition of the
Premises; and Lessor shall use reasonable efforts to minimize interference with the use of the
Premises by Lessee but so long as Lessor is not negligent in its inspection activities, Lessor shall
not be liable for any temporary interference with such use caused thereby.
21
PAJ52141603.5
Section 18.11 Right to Remediate. Should Lessee fail to perform or observe any of its
obligations or agreements under Section 18.7 pertaining to Hazardous Substances or
Environmental Requirements, then Lessor shall have the right, but not the obligation, without
limitation of any other rights of Lessor hereunder, to enter the Premises personally or through its
agents, consultants or contractors and perform the same. Lessee agrees to indemnify Lessor for
the costs thereof and liabilities therefrom as set forth above in this Section 18. Lessor shall use
commercially reasonable efforts to schedule any work on the Premises so as to minimize
interference with the use of the Premises as community athletic fields.
Section 18.12 Lessor's Exculpation and Indemnity. Lessor acknowledges that,
except to the extent of any Exacerbation of the Pre-Existing Environmental Condition by Lessee,
Lessee shall not be liable for the investigation or remediation of the Pre-Existing Environmental
Condition.· Except to the extent of Lessee's obligations under this Article 18 (which includes the
obligations of Lessee identified in Sections 18.2, 18.3, 18.5, 18.6, 18.7, 18.8, 18.10 and 18.11),
Lessor agrees to indemnify, defend and hold Lessee, and Lessee's permitted successors and
assigns harmless from and against any government-ordered investigation and remediation costs
arising out of the Pre-Existing Environmental Condition, including but not limited to those
reasonable costs desclibed in subparagraph (ii) of the definition of "Environmental Claims" in
Article 2. Lessor's indemnification shall extend only to reasonable "out of pocket" investigation
and remediation costs which are not related to Lessee's obligations under this Article 18, and
shall not include personal injury claims, consequential damages, incidental damages such as lost
profits or any loss of value of the Premises suffered or allegedly suffered by Lessee, or any other
costs not specifically included in this indemnity. Lessee acknowledges that this ·indemnity is
intended only to protect Lessee against investigation and remediation costs that might arise
which are not the result of (a) Exacerbation of the Pre-Existing Environmental Condition, (b) any
Lessee Environmental Activity, or (c) any other contamination of the Premises due to a
Hazardous Substance not resulting from the Pre-Existing Environmental Condition. Lessor's
obligations hereunder shall include, but not be limited to, the burden and expense of defending
all claims, suits and administrative proceedings brought regarding the investigation and/or
remediation of the Pre-Existing Environmental Condition, even if such claims, suits or
proceedings are groundless, false or fraudulent; conducting all negotiations of any description
relating thereto; and promptly paying and discharging when due any and all judgments,
penalties, fines or other sums relating thereto due against or from Lessee or the Premises.
Section 18.13 General Provisions.
(a) The obligations of Lessee under this Article 18 shall not be affected by any
investigation by or on behalf of Lessor, or by any information which Lessor may have or obtain
with respect thereto.
(b) As used in this Article 18, the term "Lessor" shall include The Board of Trustees
of The Leland Stanford Junior University, and all of its affiliated organizations, and their
respective trustees, directors, officers, employees, faculty, students, agents, and insurance
carriers.
(c) The provisions of this Article 18 shall survive any tennination of this Lease.
22
PAl52141603.5
(d) The provisions of Article 19 (Insurance) shall not limit in any way the obligations
of either party under this Article 18.
ARTICLE 19. INSURANCE
Section 19.1 Required Insurance. At all times during the Term and at its sole cost
and expense, Lessee shall obtain and keep in force for the benefit of Lessee and Lessor the
following insurance:
(a) Property Insurance. All risks, fire, flood and other perils, including extended
coverage insurance on all Improvements per the current ISO "special" cause of loss form or its
substantial equivalent. The amount of such insurance shall be the New Reproduction Cost. Each
such policy shall specify that proceeds shall be payable whether or not any improvements are
actually rebuilt. No such policy shall contain any co-insurance provisions. Lessee hereby
waives as against Lessor any and all claims and demands, of whatever nature, for damages, loss
or injury to the Improvements and to the property of Lessee in, upon or about the Premises
caused by or resulting from fire and/or other insured perils.
"New Reproduction Cost" means the amount required to reproduce the Improvements in
like kind and materials at one time in accordance with current market prices for materials, labor
and manufactured equipment, contractor's overhead, profit, and fees but without provisions for
overtime or bonuses for labor and premiums for materials.
(b) Worker's Compensation and Employer's Liability Insurance. Worker's
Compensation insurance or self-insurance in the amounts and coverages required under workers'
compensation, disability and similar employee benefit laws.
(c) Comprehensive General Liability Insurance. Comprehensive general liability
through one or more primary and umbrella liability policies against claims, including but not
limited to, bodily injury and property damage occurring on the Premises or the streets, curbs or
sidewalks adjoining the Premises, with such limits as may be reasonably required by Lessor from
time to time, but in any event not less than $5,000,000, combined single limit and annual
aggregate for the Premises, which Lessee shall increase as necessary during the Term to maintain
adequate coverage over time that is comparable to the requirements in effect as of the execution
of this Lease. Such insurance shall apply to the performance by Lessee of the indemnity
agreements contained in this Lease. If any governmental agency or department requires
insurance or bonds with respect to any proposed or actual use, storage, treatment or disposal of
Hazardous Substances by Lessee or any sublessee, tenant, or licensee of Lessee, Lessee shall be
responsible for such insurance and bonds and shall pay all premiums and charges connected
therewith; provided, however, that this provision shall not and shall not be deemed to modify the
provisions of Article 18.
Such insurance shall (i) delete any employee exclusion on personal injury coverage; (ii)
apply to Lessee's employees; (iii) provide blanket contractual coverage, including liability
assumed by and the obligations of Lessee under Article 20 for personal injury, death and/or
property damage; (iv) provide Products and Completed Operations and Independent Contractors
coverage and Broad Form Property Damage liability coverage without exclusions for collapse,
explosion, demolition, underground coverage and excavating, including blasting; (v) provide
23
PAl52141603.5
aircraft liability coverage, if applicable; (vi) provide liability coverage on all mobile equipment
used by Lessee; and (vii) include a cross liability endorsement (or provision) pennitting recovery
with respect to claims of one insured against another. Such insurance shall insure against any and
all claims for bodily injury, including death resulting therefrom, and damage to or destruction of
property of any kind whatsoever and to whomever belonging and arising from Lessee's
operations hereunder and whether such operations are perfonned by Lessee or any of its
contractors, subcontractors, or by any other person.
(d) Other. All other insurance that Lessee is required to maintain under Applicable
Laws.
Section 19.2 Policy Form and General.
(a) All of the insurance required under this Lease, including without limitation, under
the provisions of Article 11 and this Article 19, and all renewals thereof shall be issued by one or
more companies of recognized responsibility, authorized to do business in California with a
financial rating of at least a Class A (or its equivalent successor) status, as rated in the most
recent edition throughout the Tenn of Best's Insurance Reports (or its successor, or, if there is no
equivalent successor rating, otherwise reasonably acceptable to Lessor). The proceeds of all
property and other policies of insurance provided for in this Article 19 shall be payable to Lessor
for application in accordance with this Lease. Any loss adjustment or disposition of insurance
proceeds by the insurer shall require the written consent of Lessor for losses in excess of
$100,000. All property insurance hereunder shall name Lessor as loss payee and all liability
insurance shall name as additional insureds Lessor, and its directors, trustees, officers, agents,
and employees, and such other parties as Lessor reasonably may request and Lessee's insurers
shall reasonably approve. Any deductibles or self insurance retention for any of the foregoing
insurance must be agreed to in advance in writing by Lessor, in its reasonable discretion; all
deductibles and self insurance retention shall be paid by Lessee. All insurance of Lessee shall be
primary coverage.
(b) Each policy of property insurance and all other policies of insurance on the
Improvements, Premises and/or on personalty in, upon or about the lands of The Leland Stanford
Junior University, which shall be obtained by Lessee, whether required by the provisions of this
Lease or not, shall be made expressly subject to the provisions of this Article 19 and shall
provide that Lessee's insurers shall waive any right of subrogation against Lessor. All policies
provided for herein shall not be canceled, tenninated or altered without 30 days' prior written
notice to Lessor. Each policy, or a certificate of the policy evidencing that the required insurance
coverage is in full force and effect, shall be deposited with Lessor on or before the
Commencement Date, shall be maintained throughout the Tenn, and shall be renewed, not less
than 30 days before the expiration of the tenn of the policy. No policy shall contain any
provisions for exclusions from liability which conflict with any coverage required hereby. In
addition, no policy shall contain any exclusion from liability for personal injury or sickness,
disease or death or which in any way impairs coverage under the contractual liability coverage
described above.
(c) No approval by Lessor of any insurer, or the tenns or conditions of any policy, or
any coverage or amount of insurance, or any deductible amount shall be construed as a
representation by Lessor of the solvency of the insurer or the sufficiency of any policy or any
24
PAl52141603.5
coverage or amount of insurance or deductible, and Lessee assumes full risk and responsibility
for any inadequacy of insurance coverage or any failure of insurers.
Section 19.3 Self-Insurance. Notwithstanding any of the foregoing provisions of this
Article, Lessee may self-insure for the insurance coverage specified in Section 19.1; provided
that this right shall be personal to the original Lessee under this Lease. If Lessee self-insures as
described herein, then any loss or damage that would have been covered by the insurance
otherwise required to be carried hereunder shall be deemed covered by and recoverable by
Lessee under valid and collectible policies of insurance. Lessee shall provide to Lessor a
certificate evidencing any such self-insurance maintained by Lessee, which certificate shall name
Lessor as an additional insured.
ARTICLE 20. INDEMNITY AND RELEASE
Section 20.1 Indemnity. After the Commencement Date, Lessee shall indemnify,
protect, defend and save and hold harmless Lessor and the Premises from and against, and
reimburse Lessor for, any and all claims, demands, losses, damages, costs, liabilities, causes of
action and expenses, including, without limitation, reasonable attorneys' fees and expenses,
incurred in any way in connection with or arising from, in whole or in part, (a) any. default hy
Lessee in the observance or performance of any of the tenns, covenants or conditions of this
Lease to be observed or performed by Lessee; (b) the use, occupancy or manner of use or
occupancy of the Premises by Lessee or any sublessee, licensee, or any other person or entity; (c)
the conduct or management of any work or thing done in or on the Premises by or on behalf of
Lessee; (d) the design and construction of any Alterations; (e) the maintenance and condition of
all Improvements; (f) the condition of the Premises during the Term; (g) any actual or alleged
acts, omissions, or negligence of Lessee or of the sublessees, contractors, agents, servants,
employees, visitors or licensees of Lessee, in, on or about the Premises or on other of Lessor's
adjoining lands; and (h) any accident or other occurrence on the Premises from any cause
whatsoever, except to the extent caused by the negligence or willful misconduct of Lessor, or by
Lessor's breach of this Lease. In case any claim, action or proceeding be brought, made or
initiated against Lessor relating to any of the above described events, acts, omissions,
occurrences, or conditions, Lessee, upon notice from Lessor, shall at its expense, resist or defend
such claim, action or proceeding by attorneys approved by Lessor. Notwithstanding the
foregoing, Lessor may designate the attorneys who will defend or assist in defending any claim,
action or proceeding involving potential liability of $5,000,000 or more, and Lessee shall pay the
reasonable fees and disbursements of such attorneys. This section shall not apply to
Environmental Claims which are the subject of Lessee's indemnity in Section 18.6.
Section 20.2 Lessee's Assumption of Risk and Waiver. As a material part of the
consideration to Lessor for entering into this Lease, Lessee agrees that Lessor shall not be liable
to Lessee for, and Lessee expressly assumes the risk of and waives, releases and discharges
Lessor from any and all claims, damages, liabilities, costs and expenses of any kind or nature
relating in any manner, directly or indirectly, in whole or in part, to the Premises or this Lease,
whether resulting from any act or omission of Lessor or from any other cause whatsoever,
including without limitation: (a) the performance of any public or quasi public works on or near
the Premises; (b) any loss or theft of, or damage to, any Improvements or personal property; and
(c) any act or omission of any person accessing the Premises pursuant to an easement or right of
entry reserved under this Lease or implied by Applicable Law; provided, however, that this
25
PAl52141S03.5
assumption of risk and waiver and release shall not apply to the gross negligence, willful
misconduct or failure by Lessor to comply with any of its express obligations under this Lease.
Without limiting the generality of the foregoing provisions of this Section 20.2, and
notwithstanding anything to the contrary elsewhere in this Lease, Lessor shall not under any
circumstances whatsoever be liable to Lessee for: (i) consequential damages; or (ii) interference
with light or other incorporeal hereditaments. The provisions of this Section 20.2 shall survive
the expiration or earlier termination of this Lease. This section shall not apply to investigation
and remediation costs associated with the Pre-Existing Environmental Condition which are the
subject of Lessor's indemnity in Section 18.12.
Section 20.3 Lessor Defined. As used in this Article 20, the term "Lessor" shall
include The Board of Trustees of The Leland Stanford Junior University, and all of its affiliated
organizations and their respective trustees, directors, officers, employees, faculty, students,
agents, and insurance carriers. The provisions of this Article 20 shall survive any termination of
this Lease. The provisions of Article 19 (Insurance) shall not limit in any way Lessee's
obligations under this Article 20.
ARTICLE 21. APPROPRIA TION, DAMAGE OR DESTRUCTION
Section 21.1 No Termination, No Effect on Rental Obligation. No Appropriation
nor any loss or damage by fire or other cause resulting in either partial or total destruction of the
-Premises, the Improvements or any other property on the Premises shall, except as otherwise
provided herein, operate to terminate this Lease. No such Appropriation, loss or damage shall
affect or relieve Lessee from Lessee's obligation to pay Rent, and in no event shall Lessee be
eptitled to any proration or refund of Rent paid hereunder. Unless this Lease is terminated
pursuant to and in accordance with Section 5.4, no such Appropriation, loss or damage shall
relieve or discharge Lessee from the payment of Rent, or from the performance and observance
of any of the agreements, covenants and conditions herein contained on the part of Lessee to be
performed and observed. Lessee hereby expressly waives the provisions of Sections 1932(2) and
1933(4) of the California Civil Code, or any amendments thereto or any similar law, statute or
ordinance now or hereafter in effect.
Section 21.2 Evaluation of Effect of Damage or Appropriation. Upon the
occurrence of any event of damage or destruction to the Premises or the Improvements or any
portion thereof, Lessee shall promptly undertake to determine the extent of the same and the
estimated cost and time to repair and restore the Improvements in accordance with the provisions
of this Lease. Lessee sha11 notify Lessor of its estimation of such cost and time not later than
sixty (60) days after the occurrence of the damage or destruction. Upon any Appropriation of
less than the entire Premises, Lessee shall promptly undertake to determine the effect of such
Appropriation on the remaining portion of the Premises and the function of the Premises and, if
this Lease is not terminated by Lessee, the cost and time to make any repairs and Alterations to
the remaining portion of the Premises necessary in order for the Premises to be restored to an
economically viable whole capable of operation in accordance with this Lease. Lessee shall
notify Lessor of its estimation of such cost and time not later than 30 days after the occurrence of
the Appropriation.
Section 21.3 Partial Appropriation; Amendment; Duty to Restore. If less than the
entire Premises is subject to an Appropriation and this Lease is not terminated by Lessee, this
26
PAl52141603.5
Lease shall be deemed terminated as to the part so Appropriated as of the date of Appropriation
and shall be deemed amended, effective as of the effective date of such Appropriation, such that
the definition of the "Premises" shall include only that portion of the land described in Exhibit A
attached hereto that is not subject to such Appropriation. If the Lease is not otherwise terminated
by Lessee, Lessee as promptly as practicable and with all due diligence shall cause the repair or
reconstruction of or the making of Alterations to the Improvements as necessary to restore the
Improvements to a fully functioning whole with all facilities necessary to operate the Premises in
accordance with this Lease.
Section 21.4 Damage or Destruction; Duty to Restore. If the Premises or the
Improvements, or any portion thereof, are damaged (other than through ordinary wear and tear)
or destroyed at any time during the Tenn and this Lease is not terminated by Lessee, Lessee, as
promptly as practicable and with all due diligence, shall cause the repair, reconstruction and
replacement of the Improvements to a condition substantially equal to or better than their
condition immediately prior to such damage or destruction and, except as otherwise approved in
writing by Lessor, to their same general appearance.
Section 21.5 Performance of Repairs, Restoration and Alterations. All repairs,
restoration and Alterations shall be pelfonned in accordance with the provisions of Article 11 of
this Lease. All insurance proceeds and all Awards received by or payable to any party with
respect to such damage or Appropriation (except proceeds of insurance carried by sublessees
under Permitted Subleases covering loss or damage of their personal property), less actual costs
and expenses incurred in connection with the collection thereof, shall be applied to the costs of
repair, restoration and Alterations, as the case may be, of the Premises and the Improvements in
accordance with the provisions of this Article 21 and Article 11 hereof. Lessee shall pay any
amount by which the Award or insurance proceeds received as a result of such damage or
Appropriation, less the costs and expenses incurred in connection with the collection thereof, are
insufficient to pay the entire cost of such repair, restoration or Alterations. Without limitation of
the foregoing, Lessee shall be responsible for replacing and restoring all furniture, fixtures and
equipment and other personal property necessary for the operation of the Premises in accordance
wi th this Lease.
Section 21.6 Option to Terminate Upon Appropriation. If during the Tenn the
entire P!emises is Appropriated, this Lease shall terminate upon such Appropriation.
Section 21.7 Surrender Upon Termination. If Lessee elects to terminate this Lease
pursuant to Section 5.4, Lessee shall surrender the Premises to Lessor in accordance with the
provisions of Article 27, except to the extent the damage, destruction or Appropriation prevents
Lessee from so doing. Lessee's obligations under this Article 21 shall survive the termination of
this Lease.
Section 21.8 Determination of Award. The amount of the Award due to Lessor and
Lessee as a result of Appropriation shall be determined by the court having jurisdiction of such
proceedings based on the following: (a) Lessor shall be entitled to that portion of the Award
attributable to (i) the value of Lessor's reversionary interest in the fee interest in the Premises (or
portion thereof subject to Appropriation, in case of a partial Appropriation), and (ii) the value of
Lessor's reversionary interest in the Improvements (or portion thereof subject to Appropriation,
in case of a partial Appropriation), as determined by the court; and (b) Lessee shall be entitled to
27
P Al5214 1603.5
that portion of the Award attributable to (i) the value of Lessee's leasehold estate (or portion
thereof subject to Appropriation, in case of a partial Appropriation), and (ii) the value of
Lessee's interest in the Improvements (or portion thereof subject to Appropriation, in case of a
partial Appropriation).
Section 21.9 Excess Proceeds and Awards for Lessee's Interests. If the total
Award made in connection with any Appropriation for Lessee's interests, and for severance
damages to both Lessee's and Lessor's interests, exceeds the amount necessary to repair, restore
or construct Alterations to the extent required under this Article 21, or if there are proceeds of
insurance in excess of that required to repair, restore or demolish the Prenllses and the
Improvements to the extent required under this Article 21 or under Article 27, upon receipt by
Lessor of satisfactory evidence that any required work of repair, restoration, or demolition
required under this Article 21 has been fully completed and paid for in accordance with the
provisions of Article 11 and that the last day for filing any mechanic's or materialmen's liens has
passed without the filing of any, or if filed, any such lien has been released, any remaining
Award or proceeds of insurance shall be retained by Lessee.
Section 21.10 Right to Participate in Settlement. Except as otherwise provided in the
last sentence of Section 21.8, Lessor and Lessee shall both have the right to participate in the
settlement or compronllse of any insurance proceeds and Awards provided that all such proceeds
and Awards shall be paid to Lessor and held by Lessor for application in accordance with the
provisions of this Arti~le 21.
Section 21.11 Emergency Repairs. If a casualty occurs there is a substantial
possibility that immediate emergency repairs will be required to elinllnate defective or dangerous
conditions and to comply with Applicable Laws pending settlement of insurance claims and prior
to procuring bids for performance of restoration work. Notwithstanding any provision of this
Article 21 to the contrary, Lessee shall promptly undertake such emergency repair work after a
casualty as is necessary or appropriate under the circumstances to eliminate defective or
dangerous conditions and to comply with Applicable Laws.
Section 21.12 Appropriation by Lessee. The foregoing proVISIons regarding
Appropriation are intended to apply only to an Appropriation by an entity other than Lessee. In
the event of an Appropriation of all or any portion of the Premises by Lessee, this Lease shall be
deemed ter:rrunated (or partially ter:rrunated, if the Appropriation affects only a portion of the
Premises) as of the date that is one day before the valuation date for such Appropriation, Lessee
shall surrender the Premises to Lessor in accordance with the provisions of Article 27, and
Lessor shall be entitled to the entire Award.
ARTICLE 22. NO ASSIGNMENT
Lessor is enteling into this Lease in reliance on the particular and unique attributes of
Lessee as a tenant, and in order to participate in the development of community facilities serving
the residents of the City of Palo Alto, which is uniquely within Lessee's ability to provide.
Lessor would not enter into this Lease except for such particular and unique factors. The parties
expressly agree that except as otherwise expressly provided in this Lease, Lessee shall not
directly or indirectly, voluntarily or by operation of law, sell, assign, sublet, encumber, pledge or
otherwise transfer or hypothecate its interest in or rights with respect to the Premises or Lessee's
28
PAl52141603.5
leasehold estate therein or the Improvements (any of the foregoing being herein referred to as a
"Transfer"). Except as specifically provided in this Lease, Lessor shall have the right to
withhold consent to a Transfer in Lessor's sole and unfettered discretion. Notwithstanding the
foregoing, Lessee's consolidation into another public agency shall not be deemed a Transfer for
the purposes of this Lease.
ARTICLE 23. SUBLETTING
Section 23.1 Conditions to Subletting. Notwithstanding the provisions of Article 22
regarding Transfer, Lessee may enter into short-term (i.e. less than 5 years) use and occupancy
agreements related to the permitted use of the Premises with any person or entity, without
obtaining Lessor's prior consent. Notwithstanding the foregoing, and except for agreements with
food concessionaires operating the snack bar that is anticipated to be built on the Premises, any
subleases (or sub-subleases) of portions of the Premises that include the transfer of any of
Lessee's obligations for operation or maintenance of the Premises or the payment of rent based
on the market rental value per square foot of the Premises shall be subject to the following
conditions:
(a) Lessee shall obtain the prior written consent of Lessor, which consent shall not be
unreasonably withheld, delayed or conditioned provided that all other conditions of this
Article 23 are satisfied;
(b) no sublease shall relieve Lessee from the performance of any of its obligations
under this Lease;
(c) no sublease shall extend beyond the Term of this Lease;
(d) each sublease shall be subject to and subordinate to the terms, covenants and
conditions of this Lease and the rights of Lessor hereunder, including the use restrictions
contained in Article 9;
(e) each sublease shall contain a provision that upon any termination or surrender of
this Lease, either such sublease shall terminate, or, at Lessor's sole option, such sublease shall
continue in full force and effect and the sublessee shall attorn to, or, at Lessor's option, enter into
a direct lease on identical terms with, Lessor;
(f) the character and reputation of the proposed sublessee shall be reasonably
satisfactory to Lessor; and
(g) no sublessee of office or administrative space shall be a for-profit entity, and any
other for-profit sublease (such as a food service operator) shall provide services that are
incidental to and supportive of the primary use of the Premises for community athletic fields.
Section 23.2 Required Information; Lessor's Response. Lessor agrees to use
reasonable efforts to respond affirmatively or negatively to any request for its consent to a
proposed sublease within 30 days after Lessor receives a written request for such consent
accompanied bya copy of the proposed sublease together with such information regarding the
proposed sublessee as Lessor may reasonably require in order to evaluate the proposed sublessee
29
PAf52141603.5
and sublease, including, without limitation, adequate infonnation regarding the character and
reputation of the proposed sublessee and type of business to be conducted on the Premises. A
failure to respond within such 3D-day period shall be deemed an approval of the proposed
sublease.
Section 23.3 Permitted Sublease. Any sublease or sub-sublease entered into by
Lessee in accordance with the provisions of this Article 23 is herein referred to as a "Permitted
Sublease", and the other party to such Permitted Sublease is herein referred to as a "Permitted
Sublessee". Lessee shall provide Lessor with a copy of each executed Permitted Sublease within
five days after entering into such Permitted Sublease. In addition, within 30 days after written
demand by Lessor, Lessee shall fumish Lessor a schedule, certified by Lessee as true and
correct, setting forth all Permitted Subleases then in effect, including in each case the name of
the sublessee, a description of the space leased, the annual rental payable by such sublessee, and
any other information reasonably requested by Lessor with respect to the Permitted Subleases.
ARTICLE 24. INTENTIONALL Y DELETED.
ARTICLE 25. DEFAULTS AND REMEDIES
Section 25.1 Events of Default by Lessee. The occun"ence of any of the following
shall be an "Event of Default" on the part of Lessee hereunder:
(a) Failure to pay Rent or any other sums of money that Lessee is required to pay
hereunder at the times or in the manner herein provided, when such failure shall continue for a
period of 45 days after written notice thereof from Lessor to Lessee; any such notice shall be
deemed to be the notice required under California Code of Civil Procedure Section 1161.
(b) Failure to perform any express or implied nonmonetary provision of this Lease
when, except in the case of any provision which by its terms provides for no grace period, such
failure shall continue for a period of 45 days, or such other period as is expressly set forth herein,
after written notice thereof from Lessor to Lessee; any such notice shall be deemed to be the
I'!oticerequired under California Code of Civil Procedure Section 1161; provided that if the
nature of the default is such that more than 45 days are reasonably required for its cure, then an
Event of Default shall not be deemed to have occurred if Lessee shall commence such cure
within said 45-day period and thereafter diligently and continuously prosecute such cure to
completion.
(c) The vacation of the Premises for a period of 365 consecutive days or more except
in connection with repair, restoration or Alterations undertaken pursuant to and in accordance
with Articles 11 or 21 hereof, or the abandonment of the Premises.
Section 25.2 Lessor's Remedies. Upon the occurrence of an Event of Default, Lessor
shall have the following rights and remedies:
(a) The right to terminate this Lease after determination that Lessor has the right to
do so pursuant to the arbitration procedures described in Article 38, in which event Lessee shall
immediately surrender possession of the Premises in accordance with Article 27, and pay to
3D
PAl52141603.5
Lessor all Rent and other charges and amounts due from Lessee hereunder to the date of
tennination; and
(b) In the event of any Event of Default that poses an imminent threat to persons or
property (including the Premises), the right to enjoin, and any other remedy or right now or
hereafter available to a lessor against a defaulting lessee under the laws of the State of California
or the equitable powers of its courts, and not otherwise specifically reserved herein.
Section 25.3 Intentionally omitted.
Section 25.4 Waiver of Notice and Redemption. Except as otherwise expressly
provided in this Article 25, Lessee hereby expressly waives, so far as pennitted by law, the
service of any notice of intention to enter or re-enter provided for in any statute, or of the
institution of legal proceedings to that end, and Lessee, for and on behalf of itself and all persons
claiming through or under Lessee, also waives any right of redemption or relief from forfeiture
under California Code of Civil Procedure Sections 1174 or 1179, or under any other present or
future law, if Lessee is evicted or Lessor takes possession of the Premises by reason of any
default by Lessee hereunder.
Section 25.5 Rights Cumulative. The various rights and reP1edies reserved to Lessor
herein, including those not specifically described herein, shall be cumulative and shall be in
addition to every other right or remedy provided for in this Lease or now or hereafter existing at
law or in equity and the exercise of the rights or remedies provided for in this Lease or now or
hereafter existing at law or in equity shall not preclude the simultaneous or later exercise by
Lessor of any or all other rights and remedies.
Section 25.6 Lessor's Default. Lessor shall be in default under this Lease if Lessor
fails to cure any breach of its obligations under this Lease within forty-five (45) days after
receipt of written notice from Lessee specifying in reasonable detail the nature of Lessor's
breach; provided, however, that if the nature of Lessor's breach is such that more than forty-five
(45) days are required for performance, then Lessor shall not be in default if Lessor commences
the cure of such breach within such forty-five (45) day period and thereafter diligently prosecutes
the same to completion. Lessee shall be entitled to actual (but not consequential) damages in the
event of an uncured default by Landlord, and Lessee may also terminate this Lease pursuant to
Section 5.4.
Section 25.7 Lessee's Limited Recourse. In no event shall Lessor's trustees,
officers, directors or employees have any personal liability to Lessee under this Lease, and
Lessor's liability under this Lease for all claims Lessee may have against Lessor (as limited
. pursuant to Section 25.6) shall not exceed an amount equal to the value of the Lessor's interest in
the Premises. The parties agree that such value is based on the present value of Lessor's
reversionary fee interest in the Premises. The monetary limit on liability in this section shall not
apply to investigation and remediation costs associated with the Pre-Existing Environmental
Condition which are the subject of Lessor's indemnity in Section 18.12.
Section 25.8 Right to Compel Performance. Notwithstanding any other provision of
this Article 25, each party shall have the right to initiate arbitration pursuant to Article 38 below
in order to seek to compel the other party's performance of its obligations under this Lease.
31
P Al52141603.5
ARTICLE 26. LESSOR'S RIGHT TO CURE DEFAVLTS
If Lessee shall fail or neglect to do or perform any act or thing herein provided by it to be
done or perlormed and such failure shall not be cured within any applicable grace period
provided in Article 25, then Lessor shall have the right, but shall have no obligation, to pay any
amounts payable by Lessee to third parties hereunder, discharge any lien, take out, pay for and
maintain any insurance required under Article 19, or do or perform or cause to be done or
performed any such other act or thing (entering upon the Premises for such purposes, if Lessor
shall so elect), and Lessor shall not be or be held liable or in any way responsible for any loss,
disturbance, inconvenience, annoyance or damage resulting to Lessee on account thereof, and
Lessee shall repay to Lessor upon demand the entire reasonable cost and expense thereof,
including, without limitation, compensation to the agents, consultants and contractors of Lessor
and reasonable attorneys' fees and expenses. Lessor may act upon shorter notice or no notice at
all if necessary in Lessor's judgment to meet an emergency situation or governmental or
municipal time limitation or otherwise to protect Lessor's interest in the Premises. Lessor shall
not be required to inquire into the correctness of the amount or validity of any payable or lien
that may be paid by Lessor, and Lessor shall be duly protected in paying the amount of any such
payable or lien claimed, and, in such event, Lessor shall also have the full authority, in Lessor's
sole judgment and discretion and without prior notice to or approval by Lessee, to settle or
compromise any such lien or payable. Any act or thing done by Lessor pursuant to the
provisions of this Article 26 shall not be or be construed as a waiver of any default by Lessee, or
as a waiver of any term, covenant, agreement or condition herein contained or of the
p~rformance thereof. All amounts payable by Lessee to Lessor under any of the provisions of
this Lease, if not paid when the same become due as in this Lease provided, shall bear interest at
the Interest Rate. The foregoing rights of Lessor shall not be dependent on the outcome of any
arbitration proceeding occurring pursuant to Article 38, but in the event Lessee disputes Lessor's
right to act pursuant to this Section and prevails in any arbitration conducted to determine
Lessor's right to so act, Lessor shall reimburse to Lessee any sums paid by Lessee pursuant to
this Section.
ARTICLE 27. SURRENDER OF THE PRENIISES
Section 27.1 Surrender. Upon the termination of this Lease, at the expiration of the
Term as stated in Article 5 hereof or within 30 days following the earlier termination of this
Lease pursuant to any provision hereof, Lessee shall remediate on, from, or under the Premises
any Hazardous Substances to the extent resulting from any Lessee Environmental Activity, and
surrender to Lessor the Premises in good order and repair, reasonable wear and tear excepted
(except to the extent this Lease is terminated due to damage or destruction or any Appropriation),
free and clear of all letting and occupancies other than any Permitted Subleases that pursuant to
the provisions of this Lease Lessor has elected to recognize after such termination, and free and
clear of all Liens and encumbrances; provided that Lessee shall be entitled to remove and retain
all personal property and fixtures of Lessee within ten (10) business days following termination
of this Lease.
Section 27.2 Ownership of Improvements; Contracts. Upon any termination of this
Lease after the Commencement Date, all Improvements shall automatically and without further
act by Lessor or Lessee, become the property of Lessor, free and clear of any claim or interest
therein on the part of Lessee or anyone claiming under Lessee, and without payment therefor by
32
PAl52i4i603.5
Lessor. In the event this Lease terminates due to the damage to or destruction of the
Improvements, at Lessor's request Lessee shall remove any remaining structures from the
Premises. Upon or at any time after the Termination Date, if requested by Lessor, Lessee shall,
without charge to Lessor, promptly execute, acknowledge and deliver to Lessor a good and
sufficient quitclaim deed and bill of sale of all of Lessee's right, title, and interest in and to the
Premises and the Improvements and a good and sufficient assignment to Lessor of Lessee's
interest in any Permitted Subleases which Lessor has elected to recognize after the Termination
Date, and in any contracts, as designated by Lessor, relating to the operation, management,
maintenance or leasing of the Premises or any part thereof, and shall deliver to Lessor all such
other instruments, records and documents relating to the operation, management, maintenance or
leasing of the Premises or any part thereof, including but not limited to all leases, lease files,
plans and specifications, records, registers, permits, and all other papers and documents which
may be necessary or appropriate for the proper operation and management of the Premises.
Lessee hereby irrevocably appoints Lessor as its lawful attorney in fact to execute, and deliver
for, on behalf of and in the name of Lessee, any such deed, bill of sale, assignment or other
instrument referred to in this Article 27 or otherwise, required to document the transfer or
reversion to Lessor of such interests of Lessee, and Lessee and Lessor agree that such power of
attorney shall be a power coupled with an interest. Any contracts, agreements or other
obligations of Lessee relating to the Premises not designated by Lessor and assigned by Lessee
to Lessor pursuant to this Article27 shall immediately terminate and be of no further force or
effect as of the Termination Date.
Section 27.3 Personal Property. Any personal property or fixtures of Lessee that
remains on the Premises on the 11th day after the Termination Date may, at the option of Lessor,
be deemed to have been abandoned by Lessee and may either be retained by Lessor as its
property or disposed of, without accountability, in such manner as Lessor may determine in its
sole discretion.
ARTICLE 28. USE OF NAME
Lessor asserts that the names "The Leland Stanford Junior University," "Stanford" and
"Stanford University," and all variations thereof, are proprietary to Lessor. Except for the
identification of the Premises provided for in Section 11.1, Lessee shall not use any such name or
any variation thereof or identify Lessor in any promotional advertising or other promotional
materials to be disseminated to the public or any portion thereof or use any trademark, service
mark, trade name or symbol of Lessor or that is associated with it, without Lessor's prior written
consent, which may be given or withheld in Lessor's sole discretion.
ARTICLE 29. SIGNS
So long as Lessee fully complies with all Applicable Laws, Lessee shall have the right in
its sole discretion to place any sign, picture, advertisement, name, notice, marquee or awning on
the Premises.
33
PAl52141603.5
ARTICLE 30. REPRESENTATIONS AND WARRANTIES OF LESSEE AND
LESSOR
Lessee and Lessor hereby represent and warrant to each other as follows:
(a) Each party has taken all necessary action to authorize the execution, delivery and
perlonnance of this Lease and this Lease constitutes the legal, valid, and binding obligation of
the party so representing.
(b) Each party has the right, power, legal capacity and authority to enter into and
perlonn its obligations under this Lease and no approvals or consents of any person are required
in connection with the execution and perlormance of this Lease. The execution and perlonnance
of this Lease will not result in or constitute any default or event that with notice or the lapse of
time or both, would be a default, breach or violation of the organizational instruments governing
the representing party or any agreement or any order or decree of any court or other
governmental authority to which the representing party is a party or to which it is subject.
ARTICLE 31. NO WAIVER BY LESSOR
No failure by Lessor to insist upon the strict perlormance of any term, covenant,
agreement, provision, condition· or limitation of this Lease or to exercise any right or remedy
upon a breach thereof, and no acceptance by Lessor of full or partial rent during the continuance
o(fmy such breach, shall constitute a waiver of any such breach or of such term, covenant,
agreement, provision, condition or limitation. No term, covenant, agreement, provision,
condition or limitation of this Lease and no breach thereof may be waived, altered or modified
except by a written instrument executed by Lessor. No waiver of any breach shall affect or alter
this Lease but each and every term, covenant, agreement, provision, condition and limitation of
this Lease shall continue in full force and effect with respect to any other then existing or
subsequent breach.
ARTICLE 32. NOPARTNERSHIP
It is expressly understood that neither Lessee nor Lessor is or becomes, in any way or for
any purpose, a partner of the other in the conduct of its business, or otherwise, or joint venturer
or a member of a joint enterprise with the other, or agent of the other by reason of this Lease or
otherwise. Lessee is and shall be an independent contractor with respect to the Lease and
Premises.
ARTICLE 33. NO DEDICATION
This Lease shall not be, nor be deemed or construed to be, a dedication to the public of
the Premises, the areas in which the Premises are located or the Improvements, or any portion
thereof.
ARTICLE 34. NO THIRD PARTY BENEFICIARIES
This Lease shall not confer nor be deemed nor construed to confer upon any person or
entity, other than the parties hereto, any right or interest, including, without limiting the
34
P Al52141603.5
generality of the foregoing, any third party beneficiary status or any right to enforce any
provision of this Lease, except to the extent expressly set forth. herein.
ARTICLE 35. NOTICES
Any notice, consent or other communication required or permitted under this Lease shall
be in writing and shall be delivered by hand, sent by air courier, sent by prepaid registered or
certified mail with return receipt requested, or sent by facsimile, and shall be deemed to have
been given on the earliest of (a) receipt, (b) one business day after delivery to an air courier for.
overnight expedited delivery service, or (c) 5 business days after the date deposited in the United
States mail, registered or certified, with postage prepaid and return receipt requested (provided
that such return receipt must indicate receipt at the address specified) or on the day of its
transmission by facsimile if transmitted during the business hours of the place of receipt,
otherwise on the next business day. All notices shall be addressed as appropriate to the
following addresses (or to such other or further addresses as the parties may designate by notice
given in accordance with this section):
If to Lessor:
If to Lessee:
with a copy to:
The Board of Trustees of the
Leland Stanford Junior University
clo Stanford Management Company
2770 Sand Hill Road
Menlo Park, CA 94025-3065
Attn: Managing Director, Real Estate
Facsimile Number (650) 854-9268
City Manager
City of Palo Alto
250 Hamilton A venue
Palo Alto, CA 94301
City Attorney
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
ARTICLE 36. HOLDING OVER
This Lease shall terminate upon the Termination Date and any holding over by Lessee
after the Termination Date shall not constitute a renewal of this Lease or give Lessee any rights
hereunder or in or to the Premises. Any holding over after the Termination Date with the
consent of Lessor shall be construed to automatically extend the Term of this Lease on a month-
to-month basis at a rent equal to the fair market rental value of the Premises, unless the parties
35
PAl52141603.5
have otherwise agreed to a mutually agreeable rental rate, and shall otherwise be on the terms
and conditions herein specified so far as applicable. Any holding over without Lessor's consent
shall entitle Lessor to exercise any or all of its remedies as provided in Article 25, and Lessee
shall indemnify Lessor for all losses, costs and other damage incurred due to Lessee's failure to
vacate the Premises when required to do so.
ARTICLE 37. MEMORANDUM
This Lease shall not be recorded. However, at the request of either party, the parties
hereto shall execute and acknowledge a memorandum hereof in recordable form that Lessor shall
file for recording in the Official Records of Santa Clara County.
ARTICLE 38. ARBITRA TION OF DISPUTES
Section 38.1 Dispute Resolution. Any dispute between the parties concerning this
Lease, including any claim that either party is in default of this Lease, or that such default cannot
or has not been cured, shall be resolved by arbitration conducted pursuant to the provisions of
Section 14.1 of the Development Agreement.
Section 38.2 Acknowledgement and Agreement. BY INITIALING IN THE
SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE
MATTERS INCLUDED IN THE ABOVE "ARBITRATION OF DISPUTES" PROVISION
DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND
YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE
LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW
ybU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL,
UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF
DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER
AGREEING TO THIS PROVISION, YOU MAYBE CO:MPELLED TO ARBITRATE UNDER
THE AUTHORITY OF THE CALIFORNlA CODE OF CIVIL PROCEDURE. YOUR
AGREEMENT OT THIS ARBITRATION PROVISION IS VOLUNTARY.
WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO
SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE
"ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION.
LESSEE: ___ _ LESSOR: ___ _
ARTICLE 39. GENERAL PROVISIONS
Section 39.1 Broker's Commissions. Each party agrees to indemnify the other party,
and hold it harmless, from and against any real estate brokerage commissions or other such
obligations incurred by the indemnifying party in connection with the negotiation or execution of
this Lease.
Section 39.2 Severability. In case anyone or more of the provisions of this Lease
shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision of this Lease, and this Lease
36
PAl52141603.5
shall be construed as if such invalid, illegal or unenforceable provisions had not been contained
herein.
Section 39.3 Time of the Essence. Time is hereby expressly declared to be of the
essence of this Lease and of each and every term, covenant, agreement, condition and provision
hereof.
Section 39.4 Headings. Article, Section and subsection headings in this Lease are for
convenience only and are not to be construed as a part of this Lease' or in any way limiting or
amplifying the provisions hereof.
Section 39.5 Lease Construed as a Whole. The language in all parts of this Lease
shall in all cases be construed as a whole according to its fair meaning and not strictly for or
against either Lessor or Lessee. The pruiies acknowledge that each party and its counsel have
reviewed this Lease and participated in its drafting and therefore that the rule of construction that
any ambiguities are to be resolved against the drafting party shall not be employed nor applied in
the interpretation of this Lease.
Section 39.6 Meaning of Terms. Whenever the context so requires, the neuter
gender shall include the masculine and the feminine, and the singular shall include the plural,
and vice versa.
Section 39.7 Attorneys' Fees. In the event of any action or proceeding at law or in
equity between Lessor and Lessee to enforce or interpret any provision of this Lease or to protect
or establish any right or remedy of either party hereunder (other than the arbitration process
described in Article 38), the party not prevailing in such action or proceeding shall pay to the
prevailing party all costs and expenses, including without limitation, reasonable attorneys' fees
and expenses (including attorneys' fees and expenses of in-house attorneys), incurred therein by
such prevailing party and if such prevailing party shall recover judgment in any such action or
proceeding, such costs, expenses and attorneys' fees shall be included in and as a part of such
judgment.
Section 39.8 California Law; Forum. The laws of the State of California, other than
those laws denominated choice of law rules which would require the application of the laws of
another forum, shall govern the validity, construction and effect of this Lease. This Lease is
made and all obligations hereunder arise and are to be performed in the County of Santa Clara,
State of California. Any action which in any way involves rights, duties and obligations of the
parties hereto not required to be arbitrated by Section 38.1 shall be brought in the courts of the
State of California located in Santa Clara County or in the United States District Court for the
Northern District of California, and the parties hereto hereby submit to the personal jurisdiction
of said courts.
Section 39.9 Binding Agreement. Subject to the provisions of Articles 22 and 23,
the terms, covenants and agreements contained in this Lease shall bind and inure to the benefit of
the parties hereto and their respective successors and assigns.
Section 39.10 Entire Agreement. This instrument, together with the exhibits hereto,
all of which are incorporated herein by reference, constitutes the entire agreement between
37
PAl521416D3.5
Lessor and Lessee with respect to the subject matter hereof and supersedes all prior offers,
negotiations, oral and written. This Lease may not be amended or modified in any respect
whatsoever except by an instrument in writing signed by Lessor and Lessee.
Section 39.11 Quiet Enjoyment. Lessor agrees that Lessee, upon paying the Rent and
all· other sums due hereunder and upon keeping and observing all of the covenants, agreement
and provisions of this Lease on its part to be observed and kept, shall, subject to the exceptions
and reservations referred to in Article 3, lawfully and quietly hold, occupy and enjoy the
Premises during the Term without hindrance or molestation by anyone claiming by, through, or
under Lessor.
Section 39.12 Termination Not Merger. The voluntary sale or other surrender of this
Lease by Lessee to Lessor, or a mutual cancellation thereof, or the termination thereof by Lessor
pursuant to any provision contained herein, shall not work a merger, but at the option of Lessor
shall either terminate any or all existing subleases or subtenancies hereunder, or operate as an
assignment to Lessor of any or all of such subleases or subtenancies; provided that this Section
shall not be deemed to supersede the provisions of Section 23.1 above.
Section 39.13 Estoppel Certificates. Either party, at any time and from time to time
within ten (10) business days after receipt of written notice from the other, shall execute,
acknowledge and deliver to the requesting party or to any party designated by the requesting
party, a certificate stating: (a) that Lessee has accepted the Premises (if true), (b) the
Commencement Date and Expiration Date of this Lease, (c) that this Lease is unmodified and in
full force and effect (or, if there have been modifications, that same is in full force and effect as
modified and stating the modifications), (d) whether or not there are then existing any defenses
against the enforcement of any of the obligations of the reporting party under this Lease (and, if
so, specifying same), (e) whether or not there are then existing any defaults by the other party in
the performance of its obligations under this Lease (and, if so, specifying same), and (f) any
other factual information relating to the rights and obligations under this Lease that may
reasonably be required by any of such persons. Failure by either party to execute, acknowledge
38
PAl52141603.5
and deliver such certificate shall be conclusive evidence that this Lease is in full force and effect
and has not been modified except as may be represented by the requesting party.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease by proper
persons thereunto duly authorized as of the date first above written.
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
APPROVED:
City Manager
APPROVED AS TO CONTENT:
Director of Planning and Community
Environment
PAl52141603.5
39
THE BOARD OF TRUSTEES OF THE LELAND
STANFORD JUNIOR UNIVERSITY
By Stanford Management Company
By __________________________ _
PrintName: ____________________ ___
Title: __________________________ _
THE CITY OF PALO ALTO
By __________________________ _
PrintName: ____________________ ___
Title: __________________________ _
Schedule 1
Pre-Existing Environmental Condition
40
PAl521411103.5
Site wi Clean-up Order
Date
California-Olive Emerson (COE)
Covers 601 California Avenue and
640 Page Mill Road
Hewlett-Packard and Varian
2780 El Camino Real
British Petroleum
Access Agreements
Schedule 1
Lead Agency
Regional Water Quality
Control Board (R WQCB)
Santa Clara Valley Water
District (SCVWD)
Order Number and
#94-130, dated 9/21194
#11219
1. Between the Board of Trustees of the Leland Stanford Junior University and
Hewlett-Packard Company, dated July 19,1993.
2. Amendment to the July 19,1993, agreement dated December 23,1993
3. Between the Board of Trustees of the Leland Stanford Junior University and
British Petroleum, dated July 18, 1995, due to terminate on February 1,2004.
Groundwater Deed Restriction for 640 Page Mill Road
Between the Board of Trustees of the Leland Stanford Junior University and the Regional
Water Quality Control Board dated June 16,2003. The Covenant restricts the use of
groundwater as a drinking water source.
Fact Sheet
Number 5, issued by RWQCB, dated July 1994. Provide historical infonnation regarding
640 Page Mill Road investigation and clean-up.
Reports
• Executive Summary from the Revised Remedial Investigation, ENVIRON
Consultants, date May 1994 for 640 Page Mill Road, 601 California and Mayfield
(COE) .
• Executive Summary from the Revised Feasibility Study, ENVIRON Consultants
Canonie, dated May 1994 for 640 Page Mill Road, 601 California and Mayfield
• Annual 2002 Groundwater Monitoring and Sampling Report, for COE, Inc. by
SECOR International, dated September 27,2002.
• Environmental Site Assessment, Properties located on California Avenue and El
Camino Real, Palo Alto, CA, Geomatrix Consultants, dated July 2004
• Investigation Report and Human Health Risk Assessment Screening Evaluation by
Geomatrix Consultants for the Proposed Soccer Playing Field, dated June 2004
• Addendum Report, Proposed Soccer Field-Corner of Page Mill Road and EI Camino
Real, Geomatrix Report, dated August 5, 2004
• Concurrence with the Conclusions ofthe Investigation Report and Human Health
Risk Screening Evaluation and the Addendum Report for the Proposed Mayfield
Soccer Field, Page Mill Road and EI Camino Real, Palo Alto, CA by the Regional
Water Quality Control Board, dated August 6, 2004
Indices of Reports and Agency Correspondence
• List of reports for 2780 EI Camino Real dated from April 1992 through October
1998.
• List of reports for 640 Page Mill Road dated June 20, 1986 through June 13,2000.
• List of reports for COE, covers 640 Page Mill Road, 601 California Avenue and
Mayfield School Site, dated November 25. 1987 through September 27,2002
DATE
4/21/92
12i7/92
211m
5l19/9.~
71J~94
.31Ntl97
1'l1lJ,7
3J~/98
.W19198
f}3l1lt04
2780 1-::1 C<\lnino
Schedule La
nUE.(OONSULTAN1l
Report.ori Soil-Boring~ ond.lnsuillation of'Vapor·Ex!rllCtion Wens (RESNA)
Prohlem A~80S&ment Report; EvoluatioD of ~i1 'R~4 Grllullci'WlIter{RESNA)
R~!J1.cdial Acti.on PI~n (RESNAl.
Dnifl D~ign Plans .for Suil and Groundwnter·R~mediation System (RESNAl
Report.ofWelllrutdllB1iOlr(RESNAI
('.froundwllterMoniteril)g IlJld Sampl~g R~pOJ1
Addltilln.l)lite. ChIlIllAter'lillliou RCpf;irt'
:(lroIlJldwa1e6MWi.ilti!~II:BDd·Sauijllinjl;·R~pon
Case Cluslll'e .Reparr
UST Ovcr.Elicavauon'Re.pI1n.
BP.oIL COMPANY'. I;noility.II.11'219
} !\HNVllND\lnrs\REPORl'S '.17 SO
Exccl
]'78D KI Cammo ·111' (
D1\.1:£
~at=·<;
6120/30
7125/86
9119186
9/.19186
911.91~6
.10/311.86
\·2mt86
1i9/87
Ir.W87
316187
4/87
41U/g7
41Ui1B7
5/1-5/1\7
6/81
7/15187
JOl6l87
J.illOI87
III 4/88
214J88
.J1J3/88
6/25188
111418&
&12188
Sl23ln
1116/89
l/IO/!!I
4/14/119
4!I&l8fl
1/11('09
11/1 S/89
2/15/90
S/IS.l90
9/5191)
915190
915{90
91Si9Q
9t28/91l
10l3J190
12112/90
1131(91
1/31/!ll
5~~/<J.l
.SI6!9t
71lWl.1
7/31/91
.j 117/.91
12124/91
12130191
1/16192
llttll!l9
Schedule l.b
TItLE. (<"'..oN8ULTA.NT)
l'.!ww JrlntcrlmDtJ.ta R<:port OEO'Site (WO<>dwaru-Clyde)
TID.rim DIIlII.R<:{'OYt (M",LlI.Fen)
AdditioMl Work Requircd:at l,he OED Sire../M.cl.aron)
R.eou1lllllendaUl>!I'fOl ·Source:· ArQa.Soil. Ocanup '(McI~lUlIn)
Sllmmaty'Rcpilrt.(OBJ)) (Mcl.nren)
~O.P.age MiIl-BE~Tr MC&JID
l'ixstRmmd'S'ilmpliDg']lepojt ofN~, OIf~Sito Wells F3l11.2.:P43Al-{exo'bi. F39t\1l&r.P41Al)CMol4l11'Cl\)
J:la1a&pon-Con&truo!iOl'l·of.New off'.Siu: W~llJI (F3lA2-lil\.6A1i /I:. Matadoro Canal (MClaren) r"RW:l'~ tl.."';f},F(iILFlUNGI !!~7"
OctQ~e.r.nl.lll<llllber·l936 QUlllIeriy.-MOmlOrh!j!l\iIpOrl (Motarc.l))
Monitoring P-ropm for l'lm,\p Stllii~:~111'0 CRail! (Mcl:are.n)
Data Rcpon-Sofl Sa;tlIplinl!in the VicmitY,of'BlIildwi l{).(MCLamn)
EvaJullliol'lo(Intl'l'hn Cl!liIU1up Altcm/ltive.s, Wb.l &. 1I -Ap~dil;ea WcLar"n)
Ql1arterly Self.Moniwring ~(MgI=)
QAPI'{McLM'QIt)
Site 1mI~iion Teelmic~l 'l!..epQtl (Mr:l;lU'erl) DMYr
Tccbnillllr!lropo$ll.].£qf W\lrk~Intmim l'.eriod (M.cLucn)
SlIIlIple,P.lan fOr Work·Duiing.tho Interim PI.IIiod (M.cLlII'lI!I)
Jlily.septemberl !i87 Qualtcrly~oWlln;iil&' ReWrt .(MQL.i\tcn)
Monitoring RepQrHQrOregon UllderpasNlldMaia:doro Canal (McLuren)'
OClol1er-DeCClllber 19:/!7· QUIll1~ly MonUoiingRCport (McLaren)
S.OIllCO Area.Evacuation Rcpon (McLllt\!lI) .
JllIlu"O'-Ma.roll J988 Quart{:rJy Monitol'ing Report (Mcl.aron)
WL,liiting
April·June 1!,~. QllanerlY Moni\Qring Report (Md-arcn)
ltcqucSUOl'W.9fkplan and Glosmc.:plMs ('34-88) ..
Ctllnmant ofW'lO EPA's Propo,edfutillg of 620-40 Page Mill
OCI<.i\!er-DCcenili!:r 19~5<i1larterly Monitl'ullgbpCll't (McLaren)
Workplanfur 11S andRA l'1na rur SUbtq!iolU l,2.,aild 3 (MeL ... \)n)
JlIll.-.MlIr. 1989<Q\IlI11t!riy. Se.mi-annuill, AnntW,AddiliDIlIlJ 'Monij:Qdng.(MQ..aren)
Wor\,:pJan fo,.tl(o·Picopamtionofihe-l'Iasetin~·l'¥EE'(Mel>!lrcn.l·
TeobnicaJ'l'l'oposal. forti R1 ofGroudwalCt, Bast DfBWG. 11 (Mcwen) ,
(',/UNIeriy.,Sclf;.1Vionitoring,R.cport,(McLlllen)
Q.II(QC;:R!Wiew. De!1olIibIlT.-Quartcrly Sampling Dm (McLaren)
AllIlllal Solf-Monitorincll:cport (Mel.III'I''')
City o£l'alo Alto Stoini-lumllal SwUtl\tY ~:ewer DlI«b.arge (MtLat'elllWi)
Air SIrippID.\l T\lwer Air QuaIity R~pQrt,.J;Il1lnb Qi!».net ]gS9 (:Mel:..anln Hnit)
Air Strlppiug 'fowe.r'Ait Quality Rcpon, ·.I!m~ Qgartcr l!I90' ~Ll!ml Hart)
Air .!I'Uippilll!' Tower'Air Quably 14pon, 'Seoond Quarter 1990 (McLaran'Hatt)
I)all!. VlllidatiOllJ>ack/llle, Vol_l mid :it;·(MtL~Hw.t)
Air StriPPirls Towc:r Air QueJi!y:R.cporl, Third'QI.IIIl'ti::t 1990 (McL\lren Hurl)
Work PIJm bAdd!tiooal Remedial'Invostigati_l'E!lwjroJi)
Air Sttjpping ToWerAlt.~lltyRcpor!,Fowth QU.artcr 199D . .(M~an:nJIatt)
City (>f·P.ii.JliAlt(I S:omi.-AIvluat'.Sallilaly Sew\:l' DjscbI!rgG (MgT,acenHart)
Work·11lan Soil V.por Ex1Iilcti.OIl PllQt srully:(Bm'iroh)~Y 6, 1991
Wwlc. i!illfl RemeriiolDesign SIllliPli.ng'P)o~$n.viron) MAy 6, 1991
Air Stripping Tow.;r EIlli5sions 111:pot1(Eovit'On)
SCll1i.·AnnliaJ:Saniln.ry Sewer D'isah!u:lleR:eport (EilliiTon)
8im RedevelQ.plmml CoDtdim,tion :Plan and SchedUle (Environ)
Rcmodiol':Ocdsn SlIIJlpllng 'Report Vol. r -IV (Envirol1)
Sufi V IlJ'OtExtraction l'ilbH,lUdy 'Report Vol. I (BlIViroll)
Rcapons',",o Jenuary16, 1!l9ri RWQCB COllllnlliltS (Environ)
G!ll"OO
'640 Page-MilL -BEWI.ETI·l'ACKARD
DATE n'i1.B(CONS1)LTAN11
ilI.4192
:2i92
4/14/92
4123!92
"5129192
619192
6/9192
9/92
l0i2!¥92
Hl!28/92
Hlf28I9Z
2/93
51619>
5118193
u/12I9J
7r319S
7/14195
'10/16/95
10)31195
If:15)96
.112:2196
2f.r2l\l6
4MI96
6111196
7/-lSJ96
7118196'
10115/96
1115197
4/3/91
4/1S/97
S19.7
9!S{9'1
1011~197
·41W98
10115198
41lS11)9
10114./.99
4!l41OU
6/13/00
MOnUormirW:eU ··imtJillMio!i·w.orl!: 1I1al1(Environ)
p_E,,"vutiOD IIJ\lIFonnciil~ldg. FoolprintJ:S~plin& ~III,IL\ (.Enyiro~)
A~um·t(l Pro-Excavation and FonnQl' Buililing Fpotpiints SaiuJiliiig·Plaa.< {£miron) &~vationbnpjl.$cntatiQn:,iuld·Vcrill¢atilm Sauw1iiig-Plaas'(I:!n'liron)
TephnicaJ MCI!lDiilndum:·'1uvJ.cd :BXca.vation J,iinlts n.ased.o,jj>~E:itc;awtipnSlllllpling Prolliam &esulu (Envir
DistriblWliD. Lilli f'Dr HP'BPnR (USBPA)
Technioal Mcmom!dum 112 for n.GS~li1IeJ'!ll!1ic.Healtb EwluatiDli (IOF·:technoio.BY Inc.)
B&5cliDl: :Pllliiio HcalthEv1i1oaoilif(ICFTcchrlalitgy) .
FLnllll)eSign Report, Pinal Substnface VBpor~sn.rtion &m1!'01 Sysielt).Tcclullcal.Specs. with attached dwg.(JulT
Tcchnil:iilSjleiiifioati!ins, Sub~!lff.icc 'VaPcn:Migratillll'COntroISyI1cln (JatncsM, MciJilgomery)
l'eclinieaf $J)I;clf.iGlltiCl)l~SQn 'ValXlf·E$:alltioD,Systexn,with aUicheddwg.(Jimlcl M. Montgomc[),)
~PQnse 10 'C9i\1li\ciltt,o~EPABJUelin6 Pillilic Health ~llu&!ioll.(USBj:'A)
Borrow-SOil SBlllplillg:PrD~Report{BnvirllD)
'Soil Excavation C4mplctinn:ltcport Vols. ) .thry.}J:(Environ)
Groundwa.ler l\cuse Study 640 "Page Mitl, IS,OJ p.age Mill, 395 'Page Mill (Montsom'lf)' Watson)
Report filed01lnder.640·Pago Mill (X"!eHo rSOl Pase'MilI)
Soil VaporEXtraofion Syslcm:EffCotivCll~S5 EvaluaUtm (Environ)
"""'TT..ti~J .. 'i'~~.Fi~I';\f"N~1~~~.~j" ,;;;\">':-' '~;;:;:,:,
Quanerly SQIfMonilaring:Report,FIIstQIr. Mnroh thru:'May 1995, (BnYiioll}
Quartctly Sclf-Monltonng'R;port, SecoDll Qtr. Junc1hni Ai!u1lS11995 &nvi.rol))
In!taUation,bf.AdditiOll4l Monitoring WeDs andCPTS ProVlSion C6.e:(I'ask 34}of,Ordcr 94-J-:!1O (Environ)
11iir'd' Q\wtcr 1995 SclfMoniloringRcport (&viron)
EiCttic~QIlW;cll 'Step 1;)!1IwdoYon T~S'COE Slu4Y Ar~a-jifldPcrimetcrArh(En ... iron) Aa.Builill.~!'iiDB~BC~SCIntcriJn. Gtoi1ndWJlli:l'.RemcdilltioD·SYstCn! COB Study. Arep.{CH2mHiJl)
An!li!aiS~IfMilliiiorin,gRcpot4PDiidh-'Qttl995, Dec. 199:5 -Feb, 1996 Vol!. I &2,(EilVirOD)
AddcndumInsiilllition :OCAddiiioillll'Milliltoring' Willh 8lId CPTSfBnviniJl)
QiJlIrlcrly Solf.;MorutoriJlgR,cport FlrstQuartcr 1996JMar.cMhlough MayJ9.9li) ViiI. 1 (Environ)
EXiractiQlJ W~lr EW-1511,11d'EW-16 St~UjiRcpprt (EnvilIilQ
QWIl1l:rlySIi\f-Monitonug'R.cpon SccoDdQWIl1cr 1996'(June through Au~I996);(anviron)
Qi\artetly:Sclf-Monitoril!ll.Rcport ThUd :Quarlero 1996 (Scpkmbar tbroug'h'Novcmbc:r 1996) (Environ)
!kcOmmiuiolimg.,;fMilnitoring Well F3\lA
Anoual:S.;lf-MonitoringRQport,FQ.urthQwutcr 1996 (Dcc. 199.&tii.F.cb. 1997) Swdy. Arcs. and Perimeter Ale"
Qua:rterly·Sctf;Monj~ R:cpPrli'irtiQuattCr.1997 Study Arcs. and'Perimeter Arc~
Captwc AI",,~VJ!luatiCin.ExpalltlCil'(iiound Water. Extnlction and r~tmeDl System, ;SllIIIy ·&.l'crimctcr Area
Quarterly Sclf-Manltoring .KcpOr'lSccond Quart,crl 'i9' ;(June ~99;1-to AUt.'IlItl997) (Environ)
Annual S~lr.Mmiitoringl!.q>Ol'\ ilihQtr. i 991, D~ j 997 10 Fep,1.99.8, (Environ)
Scmiann~al Sc]j).monl\oiiAll;R~J>OttFimlUld SccoilliQuarlen 1998
Mnual Sclf.numitoring '~;~l1\ird IiiIdFourih,.QU3rtcrt J99~.'{Scptcmbcr .199~1hrought FebrllalJ'-I999
SCimimnualGroIii1d",alct.SClf.moDitOriDg.Ri:PQlt;llirst.an;il~u!l Quarters 1~99 (=1) .
Annual (itoumfWllter Sclf.,Mpn(toring Reporl-:lbird IIlld:Fourth Quarti:rlr1999:(SEcOR)
SECOR -~ YI,-Stl!tiIs,~port ID)d Ed'ectiVC:f!ess EvaulDtiOD. dBtcdJullcl. 2000
640 Page MilLRoud
Hewlett.P.ackard
J:\ENV\1NDIJBrsIREPOR 'fS\640
Excel
CALIFORNlA-OLIVE .. EMERSON
DATE TInE (CON~UL TANT)
1120/88
2111/88
3/30/88
5/U/38
6/88
8/1.218$
i1i21188
2116189
2f}.3/89
312.g189
6121189
7m89
7171~9:
7/3019Q
.11J0/90
9n190
lQ129190
11/8/90
11/8/90
11f~/90
11114190
11116/90
1116191
21312004
Proposed. Work Plan and Cost Estimate for the Mayfield School Su.e (McLaren)
Quality Assurn.nce Project Plan for Mayfield School Site (McLaren)
Ev~l1rtion of lritetil;'n Remedial AJ~ematives (McLaren)
Sample Plan for the Q~arterly SeJf-Monitotms Program (McLaren)
Tecbnical Proposal for Work During the Intl'lrim Period (McL!31en)
Man;:h-M,ay 1988 Quarterly Self-Monitoringlleport (M1iLaren)
sample Plan ftlr Work DUrhlg the InteriI!1 P~riQd (M~Laren)
June~August 1988.QuartetlY·li1I~.Ilitor4tg Rewtt(MQLar!;lo)
September-November 1998 Quarterly Monitoring Report (1'yf..cLaren)
R~¥ised HaseliIie Public I{eli.lthEvaluatiQIJ(McLaren)
December 1988-Fepruary )989 Quart.erIY.~D,itaring R,.epprt (McLaren)
C<~mparison or Treatment and Sanitltty Sewer System Dlsposa,l.(McLaten)
9 MOl1tt( Effectiv~i1.ess Eval:uati0n of Groun.dwater Extraction System rviayf.reld SchoJJl Sile (M¢Laren)
Workplan to Concl:qc1 Rel1l~i.ai lnvestigat,i~npf OW l'iEQfQregon E1qJ. Underpass (McLaren)
Workp.lan.for FS &. RAPlanfor Subregions 4). 5, and 6 ()lcLaten)
In~eriin Progress R~pprt, RIl.FS', Volume I (M:.cLaren)
Interim Progress ;R~pc)rt, RIIfS, Vo}umes 2-4 (Mc;LareQ) av.ailable· at Regional Water Quality Cootrpl }3oard
July 1990'Quarterly Self-Monitoring Tt~port, VQlum~s 1-4 (M¢L~) . . . .
Chertl!ca.1 DjstJjbuJion in Soils (Mclaren Hart)
$ecQll.d Interim Progress Rep.;;rt, VoIutp!;'! 1 (Env.ir(lO)
Second Interim Progress Repo{l:. Voiturte 2 (Envirotl.)
Se1!ond Int¢rim Progress Report. Volume 3 (Env.lron)
Response to Proposed Ground Water Self·Mo.nitoring PrQg1'aID Revisions (EnvirOJ1)
September 1990 Quarterly Sc:Jf-M\jnitoring Report, Volumes 1~3 (McLaren Hart)
M(mthly Smnnnuy Report, December 1990 (Environ)
Monthly Summary Report, January 199 ( (Enviroll)
MohthlV Sumn:tiU"Y Report:, Februarv 199.1 (Pnvirnn"l
rJl n cT tI) ~ = -tI)
""'" n
CALIFORNIA-OLIVE-EMERSON
DATE TITLE (CONSULTANT)
---~
4/3/91
4/3191
4/3191
4/3/91
4/19191
1/19/91
8/6191
8/Hi/91
10/01191
19101/91
10191
12/11/91
21312004
Remed.ialInve5ti~tioi;l Report;, Vel. 5, App. F~G (Environ)
Remedial Investigation Report, Vo.!. 6, App. H (Environ)
Remedial Inv.~tigation R~port, Vol. 7, App. I~J (Environ)
Remedial Investi~ion Report. Vol. 8 &: 9, App. K & L (Env.iron)
Sttldy
Feasibility Stud>, lUlport, Voil.!1;l1e2"fil' 395 FS (Enyirpn)
Feasibility Study Repolij, Volume 3, HP 640 FS, (Environ)
C~G
Atmliliil S~lf';Mi:mitormg R.ep,art, Fom:th Quarter 1990 (Ehv\ton), V 01.1
Annua1,Selt~Moniforll1g aep(jrt, Fouttli Quarter :1990, v 01.2, App. C,D,E.: (Envir!}n)
Annual Self"Monitorihg R~pon, FourtIiQuart~r 1990, VoL 3 (Environ)
.Annual Self-'Monitorin~Repwt" .Fourth Quarter 1990, VoIA"AW. F,O (ET1:vit'on)
___ ----__ QReport lstQtr ',' _ _ .
Quarterly $elf-MpijI,()ririg Rep9.rt 1st QIr 1991 Califo1l1ia.,Oliye-Em~~~n Study Area Vol. '2 (Environ)
Res~nses to RWQta Staff Staff Requeslsfor lnfonnation and'Questic:)Ds d.at(d May 23, 1.991 (Environ)
ava;ilable 'at Regional Water Qu;dity CQ'nltol Bo,at,d
M(iilitlily Summary Report July 1991 (Environ)
Dab;t Presentation R:~PQrt CPT Sm:veyPr(Jgrl!l1\ COE Study" Vol. 1 on (Environ)
Pata Presentation Report CPT Surv~ Prognun COE Study, Vol. 200 (EilVtron.)
iDilta Presentation Report CPT Survey Program COE Study, Vol. 3 of 3 (Enwon)
Quart~.rly Seif-.M~liftoring R,eport,Seeond Quarter 1991, VOl. I (Enyiron) fotRWQCB
S~ond Quarter 1991, Vol2 (Eb.viro(j,)fQrRWQC.B
M'OTIthly SUiiunar:y Report"September
Mimtilly Sumrtiaty Report Otlober 1991 (Environ):
Monthly Summ~lleportNovember 1991 (Environ)
Vol.I-H (Environ)
CALIFORN1A-OLJVE-EMERSON
DATE TIlLE (CONSULTANT)
8{25/92
IOIl6192
1/] 5193
4115193
61;24/93
8/13193
9{93
tQ/5193
21312004
IRM Tl:chnical Memorandum (2) Volume 2, (Wviron)
.1991, Dec 199'] to Fe.b 199:2, Vol!. 1,2,3 (Environ)
SuppJementai Work Plan COE Study Area:(E~viro.rt)
Second Quarter 1992 SelfMonitorirtgReportYo1s. I ~2 (Env.iron)
Qu,aiterly ~1f~Mor:titoring'Report Ttmd Qtr;Sept 1992 d1tlJ NOY 199.2. VQIs. I &. ~ (En'Viron)
Fourtli Quarter Dec 19,92~Feb '199~ Ani1ual$~lf-'MOl\jtoriDg RepOlt, V.oIs:, 1,2,3 (Eilviron)
Revised Remedial InvestigatiQ'!1 Report (£l:rviron) listed b~lewby vaJume
Vol. I AppeqdiX,A -Area FieldJnvestigation:(WelllQstalliltjon PtQgrams)
Vol. 2 Appenqix' B -HP 640 PageMiII Road Remedial' Investlgl¢ioil ,RePQtt
\'0.1.3 AppendixC -HP 39$ Pagtl!MiJIRo~d Re¢u::d~alln"estigation Report.
(not included at this tiine) see 9/93
Vol. 4 Appen(li~ D -Varian 60:1 California Ave~Jtemedial.InvestigatiQn Report(inc1uoes 10/12/93 errata)
Appe~dixE ..,Pbyskal Testing :pt(Jgtams
VQ1. 5 App\'!IldixF -Cone Penetrometet.surve~
Vol. 6 Appendix G -Subsurface Interpretation Def?liIs (itle1qd~Ji'1 002(93 Emtta)
APPendLx H -Soring Logs and W~1l CQmpletion Diagrams
Vol, 7 Appendix 1-Hydraulic Testing @d Eval~ation~toyam, Appendix J -
Hi~tOl:i~al G.round Water Data
Vol. 84ppelldPc J (contiill:jed), AppendixK-Third.Quarter 1992 OtegonE?IP,re~s'Way
c~: .. -.~--·r;;>-_·c --. . ~ May 1993 (Ei\:viroIi) Vrils. I lit. 2, including
tevisedFeilliibility St\ldy Repf>rt Vols~: 1&'2 <;Environ); includes lO/5193 AppendiX:a for Volume J'
Itev.ised' Remedial hl\restigatiQnR~port, Vol. 3 (Environ) .
Draft Predesign Report Interim G~()'und.water R¢,mediation System,
COEStudy Are.1!. (CH2M HiD&. Canonie)
QuarterIySe,f-Mordtoring Report Second Quarter 1993 June to August 1993 (EQviron)
Quarterly ~elfMollitorirtg Report Third Q~arter 1993 Sept.to Nov~ 1993 f'Pnv;rAno
DATE
4115/94
5/94
5194
811194
10/14/94
1211/94
1116/95
10116/95
10/31i95
1115/96
112:2196
2lfiJ96
4115196
6/11196
71l5/fJ6
7118(96
10/1.5/96
III 5/97
4/3/97
4115/97
7/15/97
9/5/97
10/15197
11.151'98
4/15198
10/15/98
4115/99
2/311004
CALIFORNIA-OLIVE-EMERSON
TITLE (CONSULTANT)
Fourth Quarter 1993 Annual SelfMQI;1itoring Report, Vols, 1,2,3 (Envirori)
Remediillinvestigation Report (R.evised) Vots. I & 2 (Environ)
Feasibility Study Report (Revised) Vat I (Environ)
FitstQuarter 1994 March -May 1994
Revised Copy of Appendix c: to the RI Report (Revisedpteviouslysubmitted 6/24/94.) (Environ)
Quarterly Self Monitoring Re.port Second Qu~er 19~4 June~Aug. 1994 (EnvirCifi}wl.th attllc~ed
T~hnical.slatusReport Seco.rfd. Q\lartet 1994 Jim.¢.Ii:\J~ 1994 (Environ)
WPi:k Plan fot In$l\ationof gxpanded GroundWater Ext:ta,c;tion l:ind Treatin.ent System (Environ)
Quarterly Self.:.Monitot'in,g Repatf Thir4 Quarter' 1994 September .. Novembet 1994 (Environ)
AnnuaiSelfMooitoiing,Reporr4th Qn-~i"9.94 (Dec~~ber 1994'cPebruary 1995) Vols.l and n (EnvirQn)
Quarterly
QuarterJy Self-Monitoring Rep'O~ Se(!~ri~ QII. JtJrie thru August 1995 (Environ)
InstlJ,.1lation of Additional Monitoring Wells and<;::P1:S ProY'~t(m C.6.e (Task 34)of Ord~r 94-130 (~nviron)
Thit'dQuatter 1995 SelfMohitoripg Report (Environ) .
Extraction WetJ Step DrawdoWiJ. T~$COE StUqy Area and Perimeter Area (EnvitOh)
As Built Qrawin~Package InterimGroundwatetRem~di~tiqn SyStem COE Study Area (OH2.mHfU)
AnnualS?lf Monit(irin~ Report, Fourth QIt 1"9.95; Dec. 1995 -Feb. 1996 Vols. 1 & 2 (Environ)
Addendum histal1iitjOll ofAMitiqJjril MonitoringW~lIs and ePTS (EnVIron)
Q.u~rly Self·Monitoring Report first Quartet'1996 (M.8!:'!:h througp. May 1996) Vol. l(~nyitQ1l) .
EX,trncti~)fl Well EW"] 5 and EW-16 Start-Up Repdrt (Enviliin)
Quarterly ~elf-MoiljtoringReport Second Quarter 1996 (jup.e·throligh August 1996) (Environ)
Quarterly SeJf:.Monito$g Rc:portThird Qliarter'1996 (September through Novembl;:r 1996) (Ehvb:on)
Decommissionin~of Monitoring We,UF39A
AfmUlil Self~Monjtoring R~ort, Fourth Quartet 199~ (Dec~ 1996tQ.Feb. 199~) Study Area and Petimetet; Area
QUl!.l'terly Self-Morut(iJing R~PQrt FirSt Quarter l-997 Study Area an!lI'erimeter Nell
Capture Area EvaJuatiOil.Extrcm(led GroUnd Water Extraction and TreatIhent Systettl, Study & Perimeter Area
Quarterly Self~M.onitorii:Jg; ~eport Second Quarter 1997 (.rune 1997 to August 1997) (Environ)
Quarterly Self~MonitoringRepor4 Third. Quarter 1997 (Sept ]997 -November 1991)
Aqnual Self-MoniroringR,epOlt 4th Qtr. 1997, Pee J 991 to Feb 1998, (Environ)
Semiannual Self-monitoring Report First and S~~ond Qu,arters 19.98
Aminal Self-monitoring Report Third and Fourth Quarters 1.998 (September 1998 throughtFtbmary 1999
.-,j.
DATE
36373
10/14/99
4/14/00
6/1100
10/12100
4113/01
10121101
9/.27/02
09/10/in
CALIFORNlA·OLIVE-EMERSON
nTLE (CONSULTANT)
Oregon Expressway Underpass Feasibility Evaluation. ' ..
Semi::!ftn)Jal Groundwater S~If"monitoring Report First and S~cond QU~!1l 1999 (secor)
Annual Groundwa:~er Self-Mohitoring Report -Third and Fourth. Quarters 1999 (SECOR)
SECOR, 5-Year Status Iteport and Effeotiveness EvauJation -~ated June], 200.0
SECOR -Semi-Annual Groundwater Self~Mooit9ring. Report, First & S~!)nd QuiUters 2000
SE€OR -Aimual Gtol,lD.qw:;tt~r Selr~MQnitoring Report, Thinl ~ FoUrth Quarttt 2000
SECOR, Annual GroundWater S~lf-Mp!litoring Report, First & Second Quarj:er 20001
SECOR -Annual Grotmdwatet St!lf~Monhoring R-eport. 2002
SECOR -Annual Groundwater: Self-M0.nitming Rep'Ort 2003.
COE! CALIFORNIA -OJ.,IVE -EMERSON stUU:Y AREA (HewlettPaclqm.J, Variar).)
Includes Oregon Exp~swilY, former Mayfield Sire, 60) CalifQmia Ave., 640 Page Mill Rd. and
395 Page Mill Rd.
J~~~~~~PORTffiCOE
Excel
21312004'
.....
~-
EXHIBIT A
Legal Description of Premises
41
PAl52141603.5
EXHIBIT A
LEGAL DESCRIPTION
Real property in the City of Palo Alto, County of Santa Clara, State of California, described as
follows:
PARCEL ONE:
BEGINNING AT A CONCRETE HIGHWAY MONUMENT SET ON THE SOUTHWESTERLY LINE OF EL
CAMINO REAL (STATE HIGHWAY) OPPOSITE ENGINEER'S STATION 144+27.00, AS SURVEYED
BY THE CALIFORNIA DIVISION OF HIGHWAYS, AS SAID SOUTHWESTERLY LINE WAS
ESTABLISHED BY THAT DECREE IN CONDEMNATION, A CERTIFIED COpy OF WHICH DECREE
WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA
CLARA, STATE OF CALIFORNIA ON JULY 7, 1930 IN BOOK 520 OF OFFICIAL RECORDS, AT PAGE
571; SAID MONUMENT ALSO MARKS THE POINT OF INTERSECTION OF SAID SOUTHWESTERLY
LINE WITH THE SOUTHEASTERLY LINE OF THAT CERTAIN 1289 ACRE TRACT OF LAND
DESCRIBED IN THE DEED FROM EVELYN C. CROSBYt ET LAt TO LELAND STANFORD DATED
SEPTEMBER 8, 1885, RECORDED SEPTEMBER 8t 1885 IN BOOK 80 OF DEEDSt PAGE 382, SANTA
CLARA COUNTY RECORDSi RUNNING THENCE NORTH 56° 39' WEST ALONG SAID
SOUTHWESTERLY LINE OF EL CAMINO REAL, FOR A DISTANCE OF 2352.57 FEET TO THE TRUE
POINT OF BEGINNING OF THE TRACT OF LAND TO BE DESCRIBED; THENCE FROM SAID TRUE
POINT OF BEGINNING, SOUTH 33° 21' WEST 140.00 FEETi THENCE SOUTH 56° 39' EAST AND
PARALLEL WITH SAID SOUTHWESTERLY LINE OF EL CAMINO REAL 114.29 FEET; THENCE
SOUTH 27° 37' 54" EAST 39.93 FEET TO A POINT ON THE WESTERLY LINE OF PAGE MILL ROAD
(120.00 FEET IN WIDTH) AS ESTABLISHED BY PARCEL BIN THAT CERTAIN GRANT OF
EASEMENT EXECUTED ON APRIL 9,1957 BY AND BE1WEEN THE BOARD OF TRUSTEES OF THE
LELAND STANFORD JUNIOR UNIVl:RSITY, PARTY OF THE FIRST PART AND THE CITY OF PALO
ALTO, A MUNICIPAL CORPORATION, PARTY OF THE SECOND PARTt RECORDED ON MAY 20,
1957 IN BOOK 3801 OF OFFICIAL RECORDS, AT PAGE 546, SANTA CLARA COUNTY RECORDS;
THENCE ALONG SAID WESTERLY LINE OF PAGE MILL ROAD ON THE ARC OF A CURVE TO THE
RIGHT (A RADIAL LINE AT THE POINT OF BEGINNING OF SAID CURVE BEARS SOUTH 42° 58'
06" EAST) WITH A RADIUS OF 437.11 FEET; THROUGH A CENTRAL ANGLE OF 1 ° 49' 19", AN
ARC DISTANCE OF 13.90 FEET TO A POINT OF REVERSE CURVE; THENCE ON THE ARC OF A
CURVE TO THE LEFT WITH A RADIUS OF 317.11 FEET THROUGH A CENTRAL ANGLE OF 15° 22'
36", AN ARC DISTANCE OF 85.10 FEETi THENCE NORTH 33° 28' 37" EAST 9.44 FEETi THENCE
NORTHERLY ALONG THE ARC OF A CURVE TO THE LEFT, TANGENT TO THE PRECEDING
COURSE WITH A RADIUS OF 20.00 FEET, THROUGH A CENTRAL ANGLE OF 50° 10', FOR AN
ARC DISTANCE OF 17.51 FEETi THENCE NORTHWESTERLY ON A COMPOUND CURVE TO THE
LEFT, WITH A RADIUS OF 40.77 FEET, THROUGH A CENTRAL ANGLE OF 31° 14' 25", FOR AN
ARC DISTANCE OF 22.23 FEET; THENCE NORTH 56° 39' WEST AND PARALLEL WITH SAID
SOUTHWESTERLY LINE OF ELCAMINO REAL, 17,19 FEET; THENCE NORTH 33° 21' EAST 8.00
FEET; THENCE NORTH 47° 00' WEST 119.30 FEET TO A POINT IN THE SOUTHWESTERLY LINE
OF EL CAMINO REAL (100.00 FEET IN WIDTH); THENCE ALONG SAID LINE OF EL CAMINO
REAL, NORTH 56° 39' WEST 2.31 FEET TO THE TRUE POINT OF BEGINNING.
EXCEPTING THEREFROM THAT PORTION THEREOF LYING WITHIN THE BOUNDS OF THAT
CERTAIN PARCEL OF LAND DESCRIBED IN PARCEL 3 IN THE FINAL ORDER OF CONDEMNATION
ENTERED IN ACTION NO, 125122 SUPERIOR COURT OF STATE OF CALIFORNIA, COUNTY OF
SANTA CLARA, A CERTIFIED COPY OFWHICH WAS RECORDED ON APRIL 25, 1961 IN BOOK
5147 OF OFFICIAL RECORDS, PAGE 464, AS FOLLOWS:
COMMENCING AT THE MOST NORTHERLY CORNER OF PARCEL "B" OF THAT CERTAIN GRANT
OF EASEMENT TO THE CITY OF PALO ALTO, A MUNICIPAL CORPORATION, RECORDED MAY 20,
1957 IN BOOK 3801, PAGE 546 OFFICIAL RECORDS OF SANTA CLARA COUNTY, THENCE ALONG
THE BOUNDARY LINE OF SAID PARCEL "B" SOUTH 45° 59' 43" EAST, 119.31 FEET; THENCE
NORTH 55° 38' 43" WEST, 390.26 FEET; THENCE SOUTH 74° 43' 09" WEST 26.25 FEET;
THENCE NORTH 5So 38' 43" WEST, 41.00 FEET; THENCE NORTH 42° 33' 10" WEST 88.30 FEET;
THENCE NORTH Sso 38' 43" WEST 653.77 FEET; THENCE ALONG A TANGENT CURVE TO THE
LEFT WITH A RADIUS OF 20.00 FEET, THROUGH AN ANGLE OF 89° 44' 40", AN ARC DISTANCE
OF 31.33 FEET TO THE SOUTHEASTERLY LINE OF CALIFORNIA AVENUE; THENCE ALONG LAST
SAID LINE NORTH 34° 36' 37" EAST 39.91 FEET TO THE SOUTHWESTERLY LINE OF STATE
HIGHWAY ROAD IV-SC 12-P.A. (EL CAMINO REAL); THENCE ALONG LAST SAID LINE SOUTH 5So
38' 43" EAST, 1,090.23 FEET TO THE POINT OF COM MENCEMENT.
PARCEL Two:
BEGINNING AT A CONCRETE HIGHWAY MONUMENT SET ON THE SOUTHWESTERLY LINE OF EL
CAMINO REAL (STATE HIGHWAY) OPPOSITE ENGINEER'S STATION 144+27.00 AS SURVEYED
BY THE CALIFORNIA DIVISION OF HIGHWAYS AS SAID SOUTHWESTERLY LINE WAS
ESTABLISHED BY THAT DECREE IN CONDEt'INATION, A CERTIFIED COpy OF WHICH DECREE
WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA
CLARA, STATE OF CALIFORNIA, ON JULY 7, 1930 IN BOOK 520 OF OFFICIAL RECORDS, AT
PAGE 571, SAID MONUMENT ALSO MARKS THE POINT OF INTERSECTlON OF SAID
SOUTHWESTERLY LINE WITH THE SOUTHEASTERLY LINE OF THAT CERTAIN 1289 ACRE TRACT
OF LAND DESCRIBED IN THE DEED FROM EVELYN C. CROSBY, ET AL, TO LELAND STANFORD,
DATED SEPTEMBER 8, 1885, RECORDED SEPTEMBER 8, 1885 IN BOOK 80 OF DEEDS, PAGE 382,
SANTA CLARA COUNTY RECORDS; RUNNING THENCE NORTH 56° 39' WEST ON AND ALONG
THE SAID SOUTHWESTERLY LINE OF EL CAMINO REAL FOR A DISTANCE OF 2499.83 FEET;
THENCE LEAVING SAID LINE OF EL CAMINO REAL SOUTH 33° 31' WEST, 300.00 FEET TO THE
TRUE POINT OF BEGINNING; THENCE FROM SAID TRUE POINT OF BEGINNING SOUTH 33° 21'
WEST, 338.73 FEET; THENCE SOUTH 56° 26' 07" EAST, 283.22 FEET TO A POINT WHICH IS
DISTANT NORTHWESTERLY AT RIGHT ANGLES 90.00 FEET FROM THE CENTERLINE OF PAGE
MILL ROAD; THENCE NORTH 33° 28' 37" EAST, PARALLEL WITH AND DISTANT AT RIGHT
ANGLES 90 FEET NORTHWESTERLY FROM THE CENTERLINE OF PAGE MILL ROAD 339.79 FEET;
THENCE NORTH 56° 39' WEST, 283.98 FEET TO THE TRUE POINT OF BEGINNING.
EXCEPTING THEREFROM THE SOUTHWESTERLY 169.27 FEET THEREOF.
PARCEL THREE:
BEGINNING AT A POINT ON THE SOUTHWESTERLY LINE OF THE EL CAMINO REAL AS SAID
SOUTHWESTERLY LINE WAS ESTABLISHED IN THAT CERTAIN FINAL ORDER OF
CONDEMNATION IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA, IN AND FOR THE
COUNTY OF SANTA CLARA, ENTITLED, THE PEOPLE OF THE STATE OF CALIFORNIA, ACTING BY
AND THROUGH THE DEPARTMENT OF PUBLIC WORKS, PlAINTIFF, VS. THE BOARD OF
TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, ET AL, DEFENDANT, CASE NO.
125122, A CERTIFIED COpy OF WHICH WAS RECORDED APRIL 25, 1961 IN BOOK 5147, PAGE
464 OF OFFICIAL RECORDS AT THE POINT OF INTERSECTION WITH THE SOUTHEASTERLY
LINE OF THE LANDS LEASED TO PALO ALTO CITY SCHOOL DISTRICT BY THAT CERTAIN LEASE
DATED NOVEMBER 1, 1925; THENCE ALONG THE SOUTHWESTERLY LINE OF THE EL CAMINO
REAL, THE FOLLOWING COURSES AND DISTANCES; NORTH 56° 39' WEST 123.07 FEET;
THENCE SOUTH 74° 43' 09" WEST 26.25 FEET; THENCE NORTH 55° 38' 43" WEST 41.00 FEET;
THENCE NORTH 42° 33' 10" WEST 88.30 FEET; THENCE NORTH 56° 39' WEST 17.93 FEET TO A
POINT IN THE NORTHWESTERLY LINE OF THE ABOVE REFERRED TO LANDS OF THE PALO
ALTO SCHOOL DISTRICT; THENCE LEAVING SAID SOLITHWESTERLY LINE OF THE EL CAMINO
REAL ALONG THE NORTHWESTERLY LINE OF THE LANDS OF THE PALO ALTO SCHOOL
DISTRICT SOUTH 33° 30' WEST 617.66 FEET TO A POINT ON THE NORTHEASTERLY LINE OF
WILLIAMS STREET AS SAID STREET EXISTED IN 1923; THENCE ALONG SAID NORTHEASTERLY
LINE OF WILLIAMS STREET SOUTH 56° 18' EAST 285.00 FEET TO THE SOUTHERLY CORNER OF
THE LANDS OF PALO ALTO SCHOOL DISTRICT; THENCE ALONG THE SOUTHEASTERLY LINE OF
SAID LANDS NORTH 33° 21' EAST 618.73 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM THE SOUTHWESTERLY 169.27 FEET THEREOF.
PARCEL FOUR:
WE NOTE BUT DO NOT INSURE, THE FOLLOWING:
THAT CERTAIN "L" SHAPED PARCEL OF LAND m THE CITY OF PALO ALTO FRONTING 147.26
FEET ON EL CAMINO REAL AND FRONTING 113.61 FEET ON PAGE MILL ROAD, SAID PARCEL
BEING DIVIDED INTO PORTION A AND PORTION B FOR CONVENIENCE OF REFERENCE AND
OUTLINED BY A SOLID RED LINE ON THE PLAT ATTACHED AS PAGE TWO OF EXHIBIT "A"
ATTACHED TO THAT CERTAIN NOTICE OF NON-RESPONSIBILITY RECORDED MAY 28, 1975 IN
BOOK B 431, PAGE 595 OF OFFICIAL RECORDS.
TOGETHER WITH AN AS APPURTENANT TO THE PARCEL HEREINABOVE DESCRIBED A STRIP OF
LAND EXTENDING ALONG AND BEYOND THE SOUTHWESTERLY BOUNDARY OF SAID PARCEL,
BEING 24 FEET IN WIDTH (BUT FRONTING 28 FEET ON PAGE MILL ROAD WITH A DEPTH OF 8
FEET) AND 283 FEET IN LENGTH, AS OUTLINED BY A BROKEN BLUE LINE ON THE PLAT
ATTACHED AS PAGE TWO OF EXHIBIT "An OF SAID DOCUMENT.
APN: 142-20-017 and 142-20-053 and 142-20-088
PAl52141a03.5
EXHIBIT A-I
Permitted Exceptions
42
EXHIBIT A-I
A. Property t.a.~es, which aX'Q a lien not yet:; d.ue and payable,
inoluding any aS5eDDments oollecCed with taxes, to be levied
for the fisoal year 2001 -2002 which are a lien not yet
payabl~.
E. Tha lien of Buppl~mental taxes, if any, assessed pursuant'to
the provisions of Chapter 3.5 (commencing with Seotion 75) of
tho Revonue Clnd Taxation Code of the State of Californi~.
1. D$claration of Trust dar..edNolle\'l'Iber ll, laBS executed by Leland
Stal1for'-'i and Jane Lathrop St~nfordl hi" Wife to Lorenzo Sawyer,
et all Trustees of the Leland Stanford Junior Unive~sity,
wherein it provided that the herein desoribed property,
together with other property shall be held in Trust by said
Trust~~e, and that neither of the Trustees therein named, nor
their suocessors shall have tha power to sell or convey the
J"lcrcein described property: however, said Trust: does pX'o'V'ided
that the Trustees may lea~e Trust property. Said Deaolarc:1.tion of
~rust was fil~d for reoord on December l, ~e65 in Book 83, pago
23 of Deeds.
R6ference is hereby made to the recorci for futher partioulars.
On August 21, 1906 in :Sock 18 1 Page 312 of Miso'ellaneous
Records, there was filod a Decree entered June 27, 1903
f!!:ntitleQ, "Matter of the Petition of the r.,.land Stanford Junior
Uni vers i ty and Timothy Hopk.ins, at a,1, as 'l'rustee" for
ascertc:l.inmGnt o~ exact terms of and for the dGterminatioIl of
the validity and legal effect of the grants endowment above
r~ferred to. The ~ight of Jane Lathrop Stanford in and to all
properties was terminated and the validity of said endowment
Gstab11shed.
2. An G~sement for the purpose ~hown below and right~ incidental
thereto as set forth in a document!
TO/Grantee The City of Palo Alto, a Municipal
Corporation
Pur~ose ; SQn1tary Sewer
Recordea May 16, 1957 in Book 379~ at Page 359
of Official Records.
1\.ffccts Portions of said land
Continued on next page
3. An easement for che purpose shown below and rights incidental
chereto as set forth in a documQntl
'I'o/Grantel£l The city of P·alo AJ.to, a Munioipal CorpoJ;"at:.ion
Purpose Construction and maintenance of storm Orai~~ge
Easl!l!.ment
Recorded May :i4, 1962 :i.n. Book 5567 _t Page 39'7
of Official Records.
Affects A po~tion of said land
Said Matter Affects Paroel Four
4. 1m easemen.t for t.119 put'posa shown below a.nd rights incidenta.l
theret.o as set forth in a document!·
To/GranteQ City of Pa.l.o Alto, a MUl1.ioipal Corporation
purpose . Stree~ and Road E~sement
Recorcled November ~O, 1961 in Book 5797 at pag~ 61
of Official Reoords.
Affects A portion ot saic land
Said Matt.er Affeots Paroel. One
5. An easement for the purpose shown below and rights inoidental
thQret.o as set fo;rth in a dooument:!.:
TO/Grantee The City of PalQ Alho, a Municipal Corporation
Pu't'poae 'the right ·of ingress and egress
Recordad Octob~r 0, 1~7l in Book 9534 at Page 704
of Official Records.
Affeots A portion of ~a~d land
Said Matter Affeo~s Parcel Four
6. An easement for t.he p\.\rpose shown below and rights ;i.noident:c.l
ther~~o as set forth in a document~
~o/Grantoe f The City of P~lo Altol a Mun~aipal Corporation
Purpose ,. Underground public utilities together
with ingress and Ggres8
Recorded Ootober 6, 1971 in Book 9534 at Page 70S
of Offioial Reoords.
Aff~cts h portion of said land
Affects Parcel Three
7. An eaaement for the purpose shown below and r~9ht~ incid~ntal
thereto as set forth in a dooum~nt:
To/Grantee The City of Palo Alto r a Munioipal Corporation
Purpose Underground Public Uci11tiea tcg~ther with
R.ecorded
1\.ffoota
ingress and egress
October 6, 1971 in Sook 9534 at Page 727
of Official Recorda.
A ~ortion of said ~and
CQnt~nued on ne~t page
Affects Paro~ls Three and F~ur
8. Landlord's Waiver and/or Consent concerning per.sonal property
t.ha.t may be affixEld. to said land
lu Favor of ; United California Bank
Reoorded Jun~ 13, 1915 in Book B4Gl, Page 381,
Official Records
Said Matter ~ffocts Parcel Four
9. Tha matters
Fontitled
D1!l.ted
conta\ilisd in an inst;rumSl'lt
Enoroaohment permit
Not:; sho'WIl
By and Between; The City of Palo 1\.lto, a Mun;i.cipal corporation
(~ermitor) and Hewlatt Pac~ard Company (~ermitee)
terms and conditions an~ covenants therein p~ovidQd upon the
Recorded June 23, 1~e6 in Book KSSO at Page 2~,
of Official RoC!ords
said Matter Affects a Portion of Paroel Three and other .
property.
10. An easement for tha purpose shown below and right~ incidental
thereto as s~t forth in 61 documGnt!
. To/Grantee The City of Palo Alto, a California
Municipal Corporatio~
Purpose A non-exclusive easement and right of way for
public utilities together with a nonexclusive
right of ingress and egress
Reoorded Deoember 9, 1993 in Book M931 at page 2205
of Offioial Records.
Aff~ots A portion of aaid land
Said Mat~er Affects ~arcel Three
~l. The macter~ con~ainGd in an instrument
F.lnl:itled : EeU~emellt Agreement
Dy and Between: The Board of T~ustees of The Leland Stanfo~d
0unior University, a body having oorporate
powers under the State of California
and Hewlett-Paokard Company, a California
Corporation .
upon tbe terms and conditione and cov~nantB t.herein provided
Recorded Pecambe~ 28, ~993 in Book N220 at ~age 1048,
of OffiCial Records
The exaot location of said easement is not defined of record.
12.. The matters contained in an instrument
Continued on next page
Entitled
By and Between
Dated
upon the terms and
Recorded
Short Form Access Agreement (BP Exploration
at EI Camino Real
The Board of Trustees of The Leland Stanford
Junior University and BP Exploration and Oil Inc.
July 18, 1995
conditions and covenants therein provided
September 27, 1995 in Book P017 at Page 1868,
of Official Records
Said Matter Affects Parcel One
13. The terms and provisions contained in the document entitled
"Covenant and Environmental Restrictions on Property" recorded June
25, 2003 as Instrument Nos. 17136709, 17136710 and 17136711, all of
Official Records. By The Board of Trustees of the Leland Stanford
Junior University.
14. Any facts, rights, interests or claims which would be disclosed by
a correct ALTA/ACSM survey.
15. Any facts, rights, interests, or claims which are not shown by the
public records but which could be ascertained by an inspection of
said land or by making inquiry of persons in possession thereof.
EXHIBIT B-1
H-P Access Agreement
43
PAl52141603.5
EXHffiITB-l
ENVIRONMENTAL ACCESS, :AGREEMENT
TIllS ENVIRONMENTAL ACCESS AGRBEMBN1' (It A:green,umttl) is made
and effective as of this I f'lv-day of July, 1993,byand between The &JaN of
Trustees of the Leland Stanford Junior Uhlversify ("Owner") and Hewlett-PackaFd
Company, a California 'Corporation C'Pertnittee"), with reference to 'the fQllowing:
RECITALS
A. Permittee and Owner are parties to that certain Agree.ment dated as of April
9, 1992, as supplemented by the Agreement Supplementing Lot Swap Agreement dated
as of June _, 1993 (the 'iLot Swap Agreement") with respect to the real property
shown as Parcel 4, Parcel 4A and Parcel lA on Figure 1 annexed hereto (lithe
Property") .
B. Pennittee has conducted.. or may request to conduct in theruture various
activities on the 'Propettyassoci3:t¢d with soil and/or groundwa~r investigation or
remediation as required . or request~t?y the California Regional 'Water \Quality Control
Board, Sari Francisco l~ay Region (,'RWQCB").
C. Permittee and Owner are each named as discharger und,er RWQCB Order
No. 90-067 and prior orders with respect to the adjacent real property commo.nly
known as 640 Page Mill Road and. sbownc;nFigure 1 annexed hereto ("Neighboring
.+-and'i). The foreg~in,g orders' have required' or will .require· that, inter aHa, certain
inv~stigation and/or 'remedial a.c(iviQes beundettatenon the .Property. Permittee has
undertaken .such aetivitiesas required by Stichorders.aod requU'es access to the
Property for the purposes ,set 'forth above.
D. Re<::ognizing Owner's interest in the .future development of Parcel 4 and the
effect of the Lot Swap and, if consummated, the Reverse Lot Swap (as those terms are
defined in the Lot Swap Agreement) on th~ parties' respective interests in Parcel 4A
and lA, the parties desire to set forth herein their 'agreement regardi:Qg the access to the
Property for investigation and/or remedial activities conducted or to .be conducted by
Penni~ on the Property and, further, t() replace ~ . ...sp'persede .. ;ill p~vious aCCess
agreements ·between .owner and Permitee with respect to a~s to·· the Property for any
such activities.
E. The investigation and/or remedial activities conducted or to be conducted by
Permittee on theP;roperty are ,defmedherein as the "Activities. 11 Owner hereby·gmnts
Permittee access to the Property to perfonn the Activities upon the terms and
1
conditions herejna:fterset forth.
NOW., T:HBRBFORE, fot good and valuable consideration, the ~ipt and
sufficiency .of which is hereby acknowledged, Owner and Perndtteeagree as :follows:
1. Definitions. As used in thls.Agreementi thefdllowing :tenns sDall.b\.iderm:ed
as follows:
(a) "Bn-vironmental ~'l shaUmean, to the extentappJiclib1etathe Aenvitie~,
any and all present .andfuture fedeIal, State and locall~ws,nl.le.s or regu1ations.or any
pemiits iS8uecf therel:lnd.er, and any other requirements ofG:ovemmental Au.thorities (as
defmed below) relating. to the envitonment, to any Hazardous Substance (as def'med
below) or to any activity invQlvmg Hazardous Subsumqes. aildshaIl include without
limitation, the Comprehensive Environmental Response. Compensation, and Liability
Act (42 U.S.C. Section 9601, ets¢Q~,), theF-ederal, Resource Conser.vation and
Recovery· Act (42 V.S. C. See.tion6901, ~);; md·all other applicable· provisions of
.the Calif:emia Health and Safety Coae~ theCalifomia Ptiblfe' ResOtlroesCode, the
California Government Codeatldthe California W'ater Code.
. (b) "GoYoounental Authority" shall ·mean any local, state or federal
govemment agen:cy~ COlPi,boaId, bureau or other auUlQdl:y·.havlng jurisdiction with
respect.to Hazardous Substa.nces (as definedbe1ow).at the 'Property.
(c) "UizardQu§ :,Su'bstancesu shall mean any chemical, compound •. material,
mixture or substance that is now .or hereafter dermed or .~edin,. 'or ·otherwise
classified pursuant to. any BnviromnentalLawsas.a "bazardoU$ $ubstance, II Ilhazardous
material," '''hazardous waste, IJllextremelybazaroeus waste,""infectiaus waste," lltoxic
~ubstance," "toxic pollutant II or any other formulation intended to -derme, list, or
classify substances by reason of deleterious properties such asignitability, ootmsivity.,
reactivity, carcinogenicity, or' toxicity including any petroleum, natural ,gas, IUltUi'al gas
liquids,liquified natural gas, or synthetic'gas.:uSab1e forfud, (or Illixtute.s of natural gas
and .such syntb~e gaV. "Hazatdous Substances" shall, inclu~, without limitatioll" any
bazardous·Qrto~e substance, material or waste or any chemical, compound or mixture
which.is (i~ defined as'~ext:n=lilelybazardous 'wastell under. SectiQh2S1l5, "hazardous
waste" under 'Section 25117, 1frestricted hazardous waste" under SeCtion 2ml.7, C)f
listed pursuant to S~Q.oo 25140,.{)fthe CalitOmiaHealtb ami Safety Code, Division 20,
Chapter 6.S(Ba.za.rd.ous Waste Control ~Law), (ij) defined as a "hazatdous substan<:e"
under Section 25316·()hhe California Health and 'Safety Code, division 20t Chapter 0.8
(Carpettter-Presley;.Tanner Hazardous Substance Account Act), (iii) defined as a
Uhazardousmaterial, II "bazatdousSUbStan~, II or "l1az4rdous waste" under Section
25S0tofthe California Health and Safety Code, Divi$j,pn 2{}, 'Cluq»er6.95 (Hazardous
Materials ,Release Response Plan~ and InveQtory), (iv) defmed asa "~OUS
.substance" under Section 25281 of the. California Hwtb and :Sifety Code,Division 20,
Chapter 6.7 (Undergrollnd Stonige of Hazardous Subs(aIlces); (v) petroleum, (vi)
2
asbestos, (vii) listed under Alticle 9 or defwed as bat.aniolls or extremely ~d9~lS
purs\laJlt to Article 11, of Title 22 of the CalifQrrda ,Administrative code, Divi,Sjon 4)
Chapter 2Q, (viii) designated as a !"hazardous substance" pUl.'SuanUo Section 1117 ~f the
Federal Water Pollution ContmI Act (33 ·U.S;c.. Section 1.251 ~~), (ix,) dcfwed. as a
"hazardolJs w~te" pursuant to Section 6903 of the Fedes:al Resource Conservation and
Recovery Act, (42 U.S.C. Section 6901 ~., (x) defil1e~l',as "haZatdoussubstaJlces"
p.ursuant to Section 9601 of the Comprehensive Bnv4'orunental Response, Compensa~n '
and Liability Act, 42 U.8. C. Section 9601 ~.) 'Of (xi)ide.rttified in Sections 66680
through 666.85 of Title 22 of the California Morinistrative COde, Division 4, Chap~~r.
30, as all oftbe, fOI'Qgoiitgmay be amended,fmm time to time,
(d) "Activ.ities" shrill mean the,~rati.on, inv,e$tigatory, monitoring and
remediation woit and related activities to be penol1lle6 by atOll behalf' ,of Permittee at,
in, on, or under the Property , inoonnection w.ithtbe groundwater conveyance pipeline:
(shown as "Bxisfu,lg I" Soh ,80 pvc Pipe" on Figure 1 attached ll~reto),groundwater
extraction wells and groundwater monitoringwe1l.s sllown on Figure 1 and incolpOrated
herein, by reference. Activities shall also inolude _dditional ,excavation, pipeline .
. installation, gr,Qundwater extraction w.eiland groundwater rnonitQ.ting well installation
and operatioll ,· investigatOry. monitoring ,or remeAia,tion work ot activitiesDn the
Property that may otherwise be approved in writing by Owoer;provided, 'however, that
Owner ,shall not :unreasonably withhmdapproval for Activities _Uired by any
Gov.ernmental Autb,ority. Such,additiooal work>or tlcUvities s:ball become Activities for
purpose of fbi,s' ~greement orily upon approval by.' Owner and inclusion of a written
description (including Illap where appropriate) of ~uch ~roved ,additional work :Qr
activities as an Exhibit hereto. Permittee shall providesuQh details describing
additional wQrl.c or activities Owner may mq)iire in order to approve suoh 'Work or
, activities, ·jncluding SJlch details '!lS-illay be required to· make arcbitectutal and '&.esthetic
evaluations.
(e) "Repmts"sbaIl mean any test results} couespondettce, reports or other
-documents perta.i.ning to the Activities permitted hereunQer, whit;=h ,have been submitted
in draft or fmal fonn tc a Goyernmental Authority.
2.· GM af Access. Owner hereby 'grant$ pennissioJ;l'to Pennittee for the
limited purpose of '~tting ,Permittee apd its agents, contraCtors, subcontractors,
employees and consultants (CEd1ectlvely uPermittee,Entities") to .. ·entetl1pon the ,Property
and perform thereon 'the ActivIties. No. other entry upon or'Q8e of the Prope~ by the
Permittee 'shall be permitted bereby. In ,en_g, upon .and performing the Activities
upon the Property t the PemdtteeBntiti.es sba11 oot interfere with, iInpair or disrupttbe
existing or future use, enjoyment, occupancy andIQI opeIation of·the Propetty or any
portion the.re.of by Owner or its .teIiants· or any· other person or entity using" occupying
or 'operating, the 'Pioperty .or any 'pGrtion thereof eXcqlt to 'the extent necessary ·f.or
cpmp!etionof the ACtiVities in accordance with thetetrns and provisions efthis
A~ment. . This permission sba1lbe .effecti~e from the: c:Iate hereOfuntillhe Activities
3
are completed to the satisfaction of the RWQCB. Pennittee shall give writ:t:en notice to
OWner when Activities are. completed to the Satisfaction of the RWQCB.
3.. ;Review and COn.sultation With Owner bprdin& AdditiQnalFacilities. On
and after the effective date·of this Ag,reement, Pennittee, shall conSiilt wiUl Ow-ner as, to
design and location of any additional ,gt:Qundw.a~ 'Dlqnitoring'Wel1~,i gTOurtdwater.
ccmveyance.piping or remedhttion systems ("addirlona.1 facilities:") on the ~fk\rty man
att~mpt to minimize the impact of such additional. facilities on 'Owner's use 'of the
PrQpertyand sball first obtain approval from Owner prioI tpsubmitting any plans to
·the RWQCB or ·other . agency to locate any additional facilities on the Property. Any
such proposals shall a~mpt to nilitim.izeanypotentially adverse effect on the use of the
Property and shall be submitted to Owner' at least thirty (30) tiaysprior to their
submittal to the RWQCB or :otheragency. Once approved by Owner and the .relevant
agency, such proposed system(s) shall beincozporate<ias, Activities .pursuant to
Suhsec.tion led), above. Owner'sapprovaLof'any such·additionalsy~stern{s) shall not be
u~somib1y withheld or demyed, and Owner and Pel'Jlrl,~ee$hall uSe-dlligent and good
faith efforts to tesolveany ·disag,reements with respect to Permittee·1 s''Proposeci l(X;ation
of any such additional systems in a manner acceptable to botbparties; provided,
however,that in no eventshaU 'Pennittee propose to l~~any Hazardous Substance or
waste treatment. storage -disposal facilities, (but not including .gIQund water lllonitoring
or extraction wells or conveyance piping) on the Property;. anq,provided, further, that
Owner ~y diSapprove hereunder any;proposed lOcation ,on tlJe'.Property that Owner in
. good faith detennines will unreasoDablY'inienere withoits developmentof·the Prope~.
'. 4. Performance of Actiyities. Entry by the Permittee Entities upon the
Property t and performance thereon by the PelDlittee Entities of any Activities thereon
shall be in fuUcompliance with all appIica;ple laws, rules and x:egulations including,
witho\lt mmtation~. ,all Envjrprunentall..aws, requirements 'of GovermneIital Authorities
and building codes. Pennittee sball 'achieve such compliance aIRiobtainaU necessary
permits and authority at its sole ~st .and ex,pense. Permittee-agrees tbat the Activities
shall be conducted 'and performed by the Pennittee,Entities in a gOOd and workmanlike
manner and Pennittee sball be solely l'e$pOnsible for the payment of all posts and
expenses for performing the ActivitiesincluQing, without limitation, all laboratory,
installation, operating and capitalcostst all insurance preJniuDJ$,all consultants fees,' all
disposal costs and all attorneys and expert fees.
5,. Notice of Activities. Permittee' $ba1l provide Owner with not less than: ten
(10) business days ' pri,or written notice·of the commencement of the Activities. Owner
re,quires such notice so that appropriate Dotites ·may ·bepostedandlorflled. If any
release or dischaTge of any HazardQusSubstance on,in; u1lder or.a.boutthe 'Property
occurs as a result of or in connection with the ActivitieSJ and is not :arel~ 'or
discbarge 'pursuant to a permit from an authorized government agency; then.Permittee
sball notify Owner of sucb release or discharge within (seven) 7 calendar days £ifsucb
release or discharge.
4
6. R<!PQrt~,. At Permittee:'ssole cO$tand eXpense, Pennittee promptly shall
provide -or cause to be provided to Owner a true,corteCt and .completecopy of all
Repons.
7. InsuIlUJCe. At least ten (l(}). pusi.n~ss days prior.to ehtering ont-o the Property
and commencement of , any of the Activities :(and each phase thereofdif·k) bepeqenned
in phases), Penniuee shall submit· andlor cause to he subD1ittedto Owner '.onably
acceptable evidence of the provision and. maintenance throughout the course of ·:sucb
wort by the P.ermlttee of insuran~ pov,e~ge as follows: ,eoinpieheR$ive general.
liability coverage (specifically including 'coverage for the .Activities and· the contractual
liability of Permittee pursuant tu this Agreement) with a COJ1lbined.sing1e·limit of not
Ie.s8 than $2,000:,000, written on an ·oocurrence balis, and naming 'Owner 'a'S additional
insured. Pennittee shall .maintain all statutorily req~ workers compensation
coverage.
..
8. Liens and AsseSsments. Permi~.snall take all stepsneeessary to aV9idthe
iiling of 3Dy' mechanics or ma~ens' liens against tbePtO}?el¢y as :a result of the
Activities. In the event any suCh liens Shall'be filed against 'the Propertyj Permittee
shall cause the same to be paid, disc barged, released andsiitisfied. and/or bonded of
record within ten (10) busmess days of receiving written notice of·the (ilingof same.
Pennittee shall promptly pay when due all excise taxes. assessments., excises., leviesj.
fees, oversight fees or'· other .imposltions .. levied il) conneCtion with' the Activities.
9. IndelnnificatioA. Bfiective upoD,exeeution .hereo~. Permittee shall
indemnify. protect, hold harmless, and defend Owner.andits trustees, officers,a;gents
and"emplQyees and each of'them,' in all Gapacities ·including, indlvidually. (collectively,
the "Owller Bntitie&U)" from and against all claims made against any of ·the Owner
Entities and all costs, damages, fIDeS, j~dgmenQt peQa1ties, lOBse8, l.i8bilities or
·~xpenses suffered ar incutred by the Owner Bntities,1)rany of them,w the extent
caused by or aIising out ·.aithe 'Activities (colleetively "Liabilities"). The foregoing
indernnifiClationsball include,. without limitation, injury or death to persons or damage
to or loss .of property arisu.g ftom any of the foregoing. SuCh loss, .injuty,death or
dam~e sbBll include, but :I1Otbe limited. to, attorneys' reasonable fees, costs and
expenses of envitonmeIi.tal sampling, cleanup.' monitoting' and remediation:;. and
contamination or .further contamination to my property caused by the Activities.
Nothing in this Patagraph.9 shall apply to or affect theri.ghts,obligations, claim~,
defenses, duties'or relationship of the parties other than with regard to the access and
Activities herein covered.
10. Restorat.i0R of Property. As SOOll as is reasonably p~le after
completion ·of the Aetivities, ... Permittee at its 'sole costs and 'expense sbaU repair any
damage to the Property caused by the Activities. Upon notification from the relevant
agency tbat any wcils, pipeline or equipment comprising the Activitie$ are no longer
required to be maintained, ,Permittee-shall, ;atitsaole costs and. expense remove ~y
such facllties if above ground, remove or close any such facilities if undergrpund, and
5
destroy (Le., drill olltand fill :remaining holes with grout) any wells,all in aocordance
with applicable laws and regulations; provided, however, th~t OWl):CJ" may .require
excavation and removal of any underground pipeline located on any portion of the
Property which tbenis part ofl.essor'~ Parcel (as defmed in the Lot Sw.ap Agreement)
if such pipeline is .mterfering 'with the use, development or marketability ,of (including,
re-lease, redevelopment, or ability to re .. lease or to obtaill full market value or
ftnanchtg. for) Lessor1 s Parcel. Any 'removal, . repair and restoration work \Shall be
cOtnpleted by the .Permittee in a good and workmanlike manner with reasonahle
di:1lgence,incolllpJiance with all applicable laws. and regUlations (in¢luding, without
limitation, all Environmental Laws and reqUUem~nts of GOvernmental Authorit~s).
1l.WQrkin~ Condition.
11.1Screyning of Work, As of the effective date hereof, none Qf the Acti.vitje~
involve permaneiit installation of any above ground equipment, machinery, structures
or other improvements. In the event that .the Activities shaU invdlve installation of any
~bove ground 'equipment, machinery ,structures or otherimprovemen~-s, Permittee, if
80 ~uested by Owner, ·s~ ins~ such screening as may ,reasonably'be requesWd by
Owner or any GoVernmental Authority for the purpose of protecting thepersQDS or
animals upon the 'Property, protecting the visual aesthetics of the property; ~g~g
noise emanating from the Activities or for such other' reasons ,as Owner maY"reasOruLbly
. deem appropriate.
U.2 Protection Qf Tmes. Pennitteeshall·take all reasonable precautions to
safeguard existirig :tr.ees during any construction' or other A~tivity. Permittee is
required to receive writteilapprova! from Owner prior to any r,eDiovalor pruning, of
any treeli on the Property other than any such removal or pruning that is part of the
Activities.
11.3 S~urine Qf Wells. Tapon completion of any groundwater well, Permittee,
at its sole expense, promptly shall·secure·such well in an appropriate manner consistent
with applicable EnvUoiUnental Laws and. 'regulations.
U.4 Reloea.tion of PiPelines. Well(s) and EQuipment. OwnerreseIVes·the right
to require Permittee, at Permittee t,:ssoleexpense, to move and relocate on tlleProperty
any conveyance pipeline" well(s)'or 'equipm¢nt installed by PeriD1tteeatagY'timellPQn
thirty (30) days' prior written notiet;,·.tel Petmittee, if the ::icemon of 'suoh pipeline.,
welles) or equipment is interfering. with the u.$eor development of the Propert:y;
pwvided, bowever, tbatany such relocation shall be' required oIiJ.yuponobtaining prior
approval of the RWQCB of an,altentate lcx:ation.
11.5 Pjpeline Construction. Pennittee shall proM ide double containn:lent 1Uld a
leak monitOring . plan for conveya:n;ee pipelines between any ext::raction wells and
groundwater-treatment facilities locatedO.n the Property and 'shall·comply withailY' and
all :applicable standards to prevent leakage or further releaseof,HazanlousSubstances
6
on, in, under or aooutthe PrQperty.
11.6 Mheqlogist. Permittee· sball pay o.wnet's ~sonable costs .and expenses
for an on-site Owner designat~ arcb®logi$t :(Qt suitab.lerepreseiltative)' to ~t any
gtaQing or exeavatioa fortbo presence of significant archeological ·artifa.. xn
. .exceptional cases, ·this inspection. condition may takethefortn of contfuual monitoring
(at a nominal ,bourly rate to be charged to Pemtittee):. PeMiitteeShall oron,pl), with
archeologist's reasonable requests '~gar9ing the' protectiOn of such artifacts or 'the
tenipolaty cessation. of grading 0r excavatiQn, Owner shan be solely reswnsible for
removal or r:eburialof any suchartJfac~s, 'if requited" 'alia :for the i.expenses thereof.
Any areneologicalartifacts discovered on thePtQpenysha1lbelong to Owner.
ll. 7 ~.Eermittee shall take .aU reasonable and necessarysafet.y and
security precautions in connection With the Activitie~. Pennittee shall also be sOlely
responsible for disposing of any soils or -groundwater extraCt~ or remo~ by
Pennitteein the course·of the Activities, subject 10 Section 15.
n.8 UndetW'Ound \ltilities. Where e~vation:is necessary :and the po~sil>ility
exiSts of encounfem.g existing .underground utilitylines,Pel1:Dittee shall 'Call the
Unde.rground.Setvice Alert orga.ni.zati9D (gOO-642-2444) two world.ng days prior to
oommencingany such excavation.
12. Statute.of LimitatWn. Owner and 'Pennittee.a,gree that tberuiutingof any
statute of llinita.t1oos period that . may be applicable to any claim's' which the parties
hereto may bave or be. entitled 10 assertag;rlnst 'each other l'Olati:Qg to or arising out of
thepresenee or suspeeted presencel)f'~u~ Subsf.al:lc.esUx, on, .underurabout the
N:ei;gllboring'Land 'or thesbit or . groundwater the~f, ortbe release or migration of
H~ousSubstances therefrom qnto, into. under or about the-Property ·slWl be
!Suspended and 'remain su~nded until that date which is thirty (30) days following the
later of (i) expiration or earlier feaninalion. or the perJil.i.s$ion putted by this
Agreement, or(ii) the date anypartyd~liv~ w.rlt.ten Douce to the other party that<it is
tenninating the suspension of the running of 3,#,y :statlJte' 'Of limitations per.i.OO. UPC:>D
expiration or tenniilation of sucb 'suspension period as provided herein, the running of
the statUte of limitations 'period shall again commence:.
13. Swyiyal of ,Provision. Notwithstanding .the· expitation of the 'permission
grailted by this Agreement,Owner's a.t14Pen:n.ittee's respectiveobUgations Pl11'S1Wltto .
Sections 6, 8, 9, 10, 12, and 17 of thi$ Agreement shall survive.and. remain in run force
and effect. .
14. No Admission. In ·entering into this Agreement or in perf~g ar
permitting the penoimanCe of the Activities, OWner lind Pennittee do not admit or
acknowledge, nor :s~tbey be ~medto, have ,adnUtted or acknowle(lgeQ, 'liabilit:)' for
the presence of 'RAy Hazardous Slibstanpes Qt otheraubStililcesor ehemic8:ls in the soil
or groundwater at·or·about the Property or the Nefghboring .Property.
7
15. No Effect on Other Clajms. Any othertettn of ,this Agreement
netwithstanding; the pattiesagtee that this Agreement d.oes not limit ,any tights or
claims w,hieh each: may h.ave to seek recovery from. theoth~Ol' from any· third party
for some or all costs, damages) tines, judgments, ~Qa:ltJes, tosses,. Jiabillti~ or
.expenses suffered orincutted" or 'Which may besuffer«i orinClitIed, with re$.peCt to
the Property, incll1.(ling but ·net limited to the costs of investigative or :remedial activity
undeitaken at the PropeJiy. .
16. Entire Atmement Modification. This ~mstnlIJtent contains the entire
understanding and agreement among Owner and Pe~itteewith respect.to the Activities
permitted hereunder and 1U1 prior and. contemporaneous undel'$ta.ndings and agreements:
between Owner and llelDlittee, whether· .oralor writt~n~ with respect thereto are merged
.herein and are of (10 fqrther fome orefifect. .ProvideC:i,hdw~verJ nothing herein
modifies any righ~s or priv.i1eges either party may have under other ·.agreementS,leases
or relationships not covered hereby, nor is. any p~ a tbin1 party 'beneficiary hereof.
Thls instrument may be modified only by a writil)gSigned by 'bOth .Owner :and
Pennittee.
L7, AttQm~§ I Fees. In the eventGf~y litigation between Ow.ner and
Fermittee arisiQ:g.o.ut of orOO,ncerning this Aigreemenh)c ihe rights andtJbligationsof
Owner andPetmittee in connection hereto (including) without 1iil1itatio.n., .any actlenor
proceeding in orwith.~spect to my bankruptcy, inso!vency,reorganiWio1)or similar
proceeding or action involving. Permittee) the prevailing pa.ny in"such litigation shall be .
entitled to its reasona;ble attpm~ys' fees andco'StS of such ·action.
18. Successors. This Agreement sbaI1 bind and inure ta the benefit of Owner
and Pennittee and their respective successors and legal representatives;' :provided,
p.owevet', Permittee may DOt.assign its .tights und~r ·this Agreement without the . prior
written consent of Owner, whicli consent may 'be given or withheld in Owner's sole
ana absolute discretion.
19. Time of the :Essence. Owner and Pennittee atdmowledge., and agree that
time is of the essence with respect to performance of their respective obligations under
this Agreement.
20. Section J{eadin&s .. 111e :sectien headings in this Agreement are only for·the
putpOse of reference and sballinno way derme .or interpret any ~rovi$ion hereof.
21. Other Notices. Owner ·and :Pernlittee sballpromptly' (and in all ·ev:onts
within three (3) busin~s day.s} . ,notify each other of any Qovemmental Authority
investigation., order, or enforcement proceeding relating to the Property' or Activities.
Any notice requited or permitted to be given hereunder shall be in writing and
delivered personally, by priv.ate CoUrier withackn9wledgcDlcnt ,of receipt. or mailed by
certified or registered mail, return receipt requestec1~posta.ge p1"e.Paid, addressed as
8
follows:
OWNER; stanford Management Company
2770 Sand H;illRoad
Menlo Park California 94025 , .
Attention~ Bnviron,tDJ;llUtal 'Man~getnent
PBRMITI'EE: .Hewlett-Packard .Company
3000 . Hanover Street
Palo .P,JtQ, California 94304
Auentiom ,EnYironmegtal Auomf>.Y
The foregoing .. addresses may be changed hy wdtten 'notice given in the manner
provided above, -.,
22. Deiauh. In the event a party fails to fulfill a:J;lY m;lterial obligation of this
Agreement, the other party may give wnttennotice to··tbatpa;Ety of ,sJl¢h failure,aiid.ih
the ~went that patty fails to· remedy such fallure within 30 day~of receipt "fsuch
notice, the notifying party may terminate this Agreement by a~~nd 'written notice
and pursue whatever o~er legal remedies ;are,.available.
23. .No :Recordation of Agreement. This Agreement slWl net be l'f.'a)rded.
IN WITNESS WlIHREOF ,Owner and Permittee have executed this
-Environmental Access Agreemellt, as of the date first: 'mentioned above. r
OWNER.:
The Board of Trustees of the
Leland .stanford· Junior Univemity
By: The Stanford Management Company
4l...L-nz.~&~
Its: MtA,Nf:t:6 f N.G lrl;! Re:c..QP? ~~r.41f'
Date: _l:.r-/ .=u:..,(-I ..l.,;1·3=-. ___ """----_
9
,p1itMlTfBE:
Hewlett-Packard Company
Its;
As .... 1"' .. mi Secrets;.',
lind j',mnaging Counsaf
o
z
\ I i i ! j
r
J I ;
f l 1
II I : i j ;; . e
: 1 j I!
I ( i
E:L CAMINO RE:'AL
f~ , ~'; ; ,
. '~ ,
" • f'
[
S TAN F 0 'R 0 MAN.A G:E MEN Teo M PAN Y
December 23, 1993
Pat G.aughan
Hewlett-Packard Company
3000 a~ov~r Street
Palo Alto, CA 94304
Re: Environmental Access Agteement, ,Amendmel1tto Activities at .
Mayfield Schodl Site
Dear Pat:
Pursuant to section ltd) of the Juiy 19:, 1~93. Environm.:ntal Access
Agreement C' Agteement") between The B,oard.of 'Trustees of the. ~lm:\<f, S,tanford
Iunior University COwner"} and Hewlett PaclW'd Company C'Pennittee!'). Owner
hereby amends and.~pr~.sgly mruces:partofthe Activities of the wot.4c,proposedby
Pennittee, as desodbed and depicted in' the attached Exhioit A-l (Pages 1 & 4).
Sincerely,
The Board of Trustees of the Leland Stant'ordJunior University
By:
By:
Its:
cc:
The Stanford;M~gement Company
-------.,'
Cums F. Feeny " 116
Executive Vice' President, ,ealEstate
Leouie Batkin
Paula Kakimoto
Rebin Ro~s, Hewlett,.Packara Company
Lee Thompson
Annette Walton
;1;770 SA NO Hill ROAD MENlO P;",R;i(. cA 94025 PH· .. 151 926·0200
, .,
)
:EXHIBITA-l'
SyPPLEMENT AS OF NOVEMBER 17~. 1993
Additional ·Mayfield Sohool Site Activities
Access tathe Mayfield :Scnool S'iteis requir.ed! for relocation of the existing
conveyance pipe :between. groundwater extraCtion wells EW-l and' 'EW-2 to the 'apPN*iInate
location shown on the attached sketch map; to retrofit the existing co,nveyance pipe from
groundwater extraction well EW-l aCtQss thenortheas't boundary of'the site, IllKfked as EJT
on the attached ~ketchmap', to 'provid.e fOf sooondatycontaimnent; and for installation of
anunderground gr,Qundwaterconveyance pipe between ,eX,istinggtouudwaterexttactmn wens
EW-5 arid E\V'~6 'at th~, approxima~e location shown.Qn 'the attached 'sketch map.
Exhibit A-I
page 1 of 2
li
It· I' I.:
.•... ~'.
... ~.
! :
"
I j'
I) I'i' I;
:i
'.1'" .
:' I,
•. 'l: I!
~ .• M>~ 10 It 11
~: ~iii I'
Ill! !j[J 2'1 : "it ;., !i !: U ,
Q.;: 1=;-
r-.
, : i; :
[1
~
,~, i •••• ~ t-
I" 11 .j
If : .. ,
l:
Ii,. ,
".
Ii ,: J l1 tl '.' . [,
I; !, i'
P . i
I.", I,
l; I j
!; It
iT
" "
.1 Ii
, \
. I j !! J
!-i in 11
.' '. . i'
l i' .
I' it
.:
r' .. :
i: I :
' ;
:
:
! ..
' 1
.:
~ I
EXHIBIT B-2
BP Access Agreement
44
PAl52141603.5
EXHIBIT B-2
STANFORD MANAGEMENT COMPANY
August 19~ 2004
V'mFam.mue: (925) 19.9-8872
Kyl~ Christie
Bnviromnental Business Mana&er
AtLmtic Riohfield Company (a BP Affiliated Company)
377 Shire Oaks Court .
Lafayette. CA 94547
Dear Kyle Christie:
l"umuant to sec1io:o. 3 of the July 18:r 1995. BtwiroJlIW5l1tal Access Agreement r'Agreemenf'}
between fb.e Boan:l of TnlStees of tb:e klaD.c1 S1mlfoni rumor UnivtUlty ("~ and BP
Exploration and Oil.. Inc.. ,'Penniteej IlIgarCIng the PIQPerty at 2780 HI C~ Real in. Palo
Alto, Ow.uer and Pennitee hereby agrt'e tv extend. the agreement 1lII1i1 November .20~ 2004.
11lfI parties aclmcwledge that each has previously ~d to extend the .Agt=mem on an
annual basis since 1995.
Far OWner. The Bom:ti of'IIustl:cs of ~ leland Stanford J\tnlor Univamio/
By. 1bw~en!Compauy
By! ~ t&6k..
Leonie F. 'Batkin.
Director. Property Servic~
For Pemlitee: BP Exploratiun and Oil , Inc.
(J..,..J'
f!!:l\')u,tto"-'. (a"'-$( ~~S' V-r~t/t;.c:;;,~.
Titl~
Co: Annette Waltan.
ITiO SAND HIU. Ro~ ~ p~ CA 94025 P.SDNIl: 650Jg26.QVJO :PAX.: 6'SDlBS4-92(j8
.. _--_ ...
TEMPORARY ENVIRONMENTAL A.OCESS AGREBMENT
(B'P Exploration' & on Inc. at 2780 El Camino Real)
THIS TEMPORARY ENVIRONMENTAL ACCESS AGREEMENT CtAc,cess
Agreementll) is made -and: effective as of JUly 18, 1995, by and between TbeBoard of
Truste.es of the Leland Stanford lLUiiQr-'{Jnive~sity ("0wnertl) and, .FlP Exploration &. Oil Ine.,
foimedy known a5:BP'Oil Company (,'Penn.ittee"), with teferf(hp-et'Q the following:
RECITALS
A. The property to whicb access is provided herein (the tl,Pt{)penytl) is the real
property commonlyknownas,2780 EI Camino Real, Palo Alto; California
B. Owner is the fee owner of the Property.
C. Permittee ,has conducted ,and plans to conduct various: (lctivities asspciated with
soil and/or ,groundwater investigation and remediation on.the:l~roperty.
D. . Theinvestigationandiorremedial workandactivfties:to' be conducted by
Pemlittee on the l'ropertyare detined jn Section 1 (cYbelowas the 11 Activities''..
E. Owner is willing-to grant Perrnittee:'aocess to the.Property to perform the
Activities upon the terms and condItions .contained in this Access Agreement.
F. Permittee understands that Owner may' enter into access 'agreementspetUiining to
. the Property with other partie-s.
AGREEMENT
NOW, THEREFORE, tbrgoodandvalua:ble consideration,the receipt and sufficiency
of which is hereby acknowledged, Owner and-'Permittee'~gree"as follows:
L Definitions. As used inthis Access Agreement, the foliowing terms shall be
defined as follows:
(a) "Governmental Authority" shan mean any local, state or federal
government agency, coutt, board .• bureau or other auihoritynaving jurisdiction with;respect
to Haz1lrdous S'tibstances at or about the Property.
(b) '''Hazardous Substances" shall meananystibstanoe that is designated as a
"hazardous substance" under Section 1 0 1{l4) of CERCLA orS~ction: 25316 or 25317 of the
California Health .andSafety Code, or is ,a "hazardous waste" under Section 25117 of the
California Health and Safety Code or under Title 22, Division 4.50ftbeCallf{)rnia Code of
Regulations or 'is a chemical, compound material, mhtture or substance whose dlschm;ge into
the environment is regulated or prohibited byany-gQvemmertt;authority.
(O) II Acti¥iti\!S" shall :meaIl any investiga,wry ,.construction, monitoring,
testing,repairing, removal, or·remediationwot.k orac;tipns,tobe performed by or on behalf of
Permittee at, in, on, .under orabaut the Property in 'ac~o:rdanee With the draw.mgs attached
hereto as Exhibits A aindB,and the:D.esoriptiol.1 nf Site Activities.attachedJ:\ereto as Exhibit
C, which Exhibits collectivelYJ:iescribe the Reme(ii'alWotk~Md are incatporated herein by
refere:nce. ActivitiesshaU.also include the Restoration Work reqJili:ed by Baragrapn 11 of
this Access Agreement as well as work or activities tnatmay otherWise .be approved in
writing by Owner and expressly made a part of.the AGtNiti~shereunder..
(d) !tRepons" shall mean any test results, correspondence" tepOItsor other
documents pertaining to the Activities permitted hereunder, whidh hl;\ve been submitted in
draft or final form tQa6ove.rnmental Authority, .
2. Pennissiou of GrQund Lessee. Before :entering t~ PropertY ·or ponions thereof,
Pennittee must first obtain the p0m1ission of any persons or entities whoalte the Ground
Lessee(s) of the Property or the portions ofthePrqperty to be entered, and deliver evidence
of such permission to Owner.
3. Gmrit of1'ernporaryAccess. Owner hereby grunts permission to Permitte~and its
agents, contractors, sUbcontraqtots.,emplbyees, representatives .andcQnsultants (collectively
11 Permittee Entities") to enter Ilpon the Property and perform thereon the A~t.iviti:es. No other
entry upon or use of the-PIoperty by the Permittee Entities shaU be permitted h¢reby. In
entering upon and performing. the Activities upon the Property, the P.ennittee Entities shall
not interfere with, impair or disrupt the existing orfuturecuse: enjoyment, oc:ClJpaIlc:Y and/or
operation of the Property or any portion therteofby Owner or its tenants 9Tany other person
or entity using •. occupyjngor operating the Property or any pc:>rtion thereof except to the
extentnecessary.for.Lne efficient and workmanlike implementation of the Activities. This
pennission andthe access granted hereby snallbe,tempor.ary and-effective only. from the
. effective date hereof-until August 1,1996, unless extemiedby·writtenagreemertt oilbo,
Parties.
4, Performance of Actiyities,
4.1 Compliance with La~r, Permittee shall conduct all Activities ina
goodandworkmaRlike mannenmd in compliance with all applicable.1aws. rules and
regulations, including witbout.limltation, requ.irements ofGovemmenflil Autherities an~
building codes. Nothing herein shall11mit Pemtittee~s.right to challenge (~) a request or
condition imposed by a Governmental Authority..; (ii) a regulatory interpretation orp:olicy
issued by a Governmental Authori~y or (iii) a -permit or approval issued or denied ~y a
Governmental Authority.
4.2 Piwm;ent ofCtists; All eosts·andchl;lrges associat~d.withthe Activities
perfotQ1ed byPermltteeorPermittee Entities~·includingwithout limitation, costs associated
with obtaining nec.essary permits or other govemrnentalapprovals, shall be borne.by
Permittee. P~rmittee shall promptly p.ay whel'l due all taxes, ass~~sments.excises .• levies,
fees, oversight fees or other gQv:etiunerital impositions associa~ed with the A~tivities.
5. Notice. Pennitteeshall provide Owner with· not less th~n ten (10) business days·
prior-written notice of thecoIilmencemerilof the Activities and not tess thap three (3)
busin~s·days' prior written notice for .routine. monitoring and testjrrg. PeIthitteeshall
proy-ide . Owner as much .ptiornotice as is reasonably .possible, includ~telepb.dne nOJiceif
and as appropriate, when repairs, emergency or.other unscheduled:sitevisitsare necessary.
6. Unpermitted Event. Permittee shall not cause'orpennit any Hazardous
Substances of any kind to be stored, used, released or discharged on~ in, under or 'about the
Property in conneotion with the Activities in any manner as to violate any law, r~gulation.
pennit or order of any cotllt.or govemmentalageilcyor authority or in any manner as to
require cleanup 'or removalthereof{except to the·extentthat the Activities·arethemse1ves
su.chaqleanup or removal). Solelyiorpurposes of this Par~graph 6; the storage,. u~e; release
or discharge of a Hazardous. Substance which violates the. preceding sentence shall be
referred to as au "Ut;lpennitted Event". If any Unpermitted Event occurs, then Permittees
Shl;lll immediately initfate activitiesJo<remedy, repair and rem edi ate any damage or hartn
caused by such Unpennitted Event, and shall notify Owner of such Unpermitted Event'as
soon as possibI~, but in all cases within seven (7) calendardays.ofthe occurrence of such
Unpermitted Event.
7. RSWQrts·, At Permittee's SQle cost and expense, Permittee promptly shall provide-
or cause to be provided to Owner true, correct and complete copies of aU Reports.
8. Insurance. Atleast ten (10) businessciays prior to entering onto 'the Property and
commencement of any of the Activities, Permittee shall·submitandlorcause,to b~ submitted
to Owner reasonably acceptable evidence of the followinginsurance andi0r self';'insurance
coverage: (i) all statutorily required workers compensation covemget (ii) .comprehensive
general liability 'coverage with a combined siQ:gle limit of not .1ess;1haR $5 ,OOO"UOO~ written on
an occurrence basis:'and naming 'Owner as additional insured, (iii) .automobile liability
insurance with a .combined single limit afnot less than $5;000,000 covering owned,
non~0Wne(r and hired vehiCl~s, written on;an occuItencebasis, and naming Dwner as an
additional insured, and (iv) professional liability insurance coveting liability imposed by law
or by·contractaiising out ofan errot, omis~ion orIlegl~gentact in the performance, or lack
thereof, of professional services and any physical damage, personal injury or death arising
out of or resulting therefrom with a coverage limit ofnotJess than $1,000,000. Such
insuranoe and self-insurance. shall include coverage for claims incurred.'but not r~ported
during the term·ofthis Access Agreement. Permittee'saiidPermittee Entities'insurance and
se:lf':'insurance shall he primary coverage and Owner-'s insur.ance andlo! self-insurance shall
3
\
not be contributory. Permitteet.scobligation.to in~emnitY Owoershall =not be limited by the
insurance or self-insurance provided by Permittee·or Permittee Entities.
9. Liens andAsseSsments. Permi'fie.e shall takeilU steps 'nepessary to, avoid the filing
of any mechanic's ormaterlaimen's' liens,againstthe Property as a res.u.lt of the· Activities. In
the event that atl:y such mechanic's or materialmen's lien is filed against the Property:;
Peffilittee shall cause thesah'le to· be pald)" discharged, release<l, -satisfie4.andlor bonded of
r~cord within twenty (20) business days after .reeeivi~'no~ice thatsuc1;l. lien has been filed .
. 10. IndemnifiptitiQo. Solely between Permittee 1ll1d Owner, ef{'ective upon.execution
hereof, .Perinittee shall indemnify, protect, hdJd.harmless~and dere.nd (with counsel
reasonably acceptable to Owner) Owner and its trustees, officers,·agentsartdemployees and
each of them (collectively, the II Owner Entities"); from and against .all IndernnUied
Liabilities(as defined helow) to theex,tent and in'theproportion tbat such Indemnified
Liabilities are proximately caused by the Activities conducted at; 011; under or about the
Property by the Pennittee Entities;pIovided, however,suchindemnityshaUnot a;pply to the
extent that such 11'lde.mnifiedLial1iilities ,are. caused by the active negligence otwillful
misconduct of OWner Entities. The tenn IndernnifiedLiabiHties shall mcludeall claims.
(including third partyclaiins fot<injuryor death to persons or damages to .or loss of property);,
costs, damages (including consequential damages),fmesduq,gments; penalties, losses,
expenses and reasonable attorneys' fees. Ownershall.:immediate1Y notify.Permittee, in
writing, of any claim forwhi'cb Owner seeks indemnification. Nothing in this Paragraph 1-0
sball~pplY'to or affect the rights, obligations, claims, defenses~duties or relationship of the
parties· other than,with regatdto the acceSS and Activities'covered in this Access Agreement.
'11. .Restoration of Property. As ofthe'.d'ate·oftermination hereofas·:specified in
Paragraph 3 above, Permittee at its sole cost and expense-shal1 have restored the portio.n of
the P-roperty where the Activhies,wcteperfonned to its condition as itexistedimmedi-ate1y
prior to Pennittee'-s entry upon the Property for thepetformance.thereon of the Activities and
at the request of .owner, shall remove from tbe Property or appropriately close orabandoI;l, in
place (all at Permittee's expense,but at Ownet'soption)such wens; pipeline(s) and/or
equipment as Owner may designate.Pennitteesha111eave the Property in a neat, clean, safe
and sightlycondi'tion. All suchtemova[, repair and .restorationwork (the ItRestor-lition
WorkJl)shal1.be-conipleted by the Pennittee Entities in a good and workmanIikem:anner 'with
reasonable,diligence, incompliance with all applicableJaws and regulatrons(inCluding,
without limitation, all requirern~Iits of Governmental Authorities).
12. WOrking Conditions.
12.1 Screerjin~ of Work. In the event that the Activities shall involve
installation of any above .. groundequipment,m'acrunety, structures or ether improvements,
Pennittee shall first obtain s~paratewritten consent from Owner,·whicbconsent shall not be
unreasonably withheld or delayed, and 'if requested by Owner shall, if reasonably possible.,
install such fencing or ot11er screening as may reasomibly be requested 'by Owner or any
4
Goverrunental Authority for the.purpose ofpmlecting the persons or. ammalsupon the
Property. protecting the visual aestheticsonbe PropertY, mjtrgating noise emanating from
the Activities or for such other purposes as Owner may Teasonablydeem app.ropriate~
12.2 Protection of Trees. PermitteeshaJl takeall reasonable precautions to
safeguarclexistingtrees duringany constructiQnor'otl'ler A~ijvity. Permittee:i;s required t{)
receive wr.itten approval from Owner prior to removing orptuhing 'any trees on the,Property.
12.3 Securing of Wells. Upop CQinpJ~tion Ofat1\ygroundwatei well, Permittee.
at its sale expense, shall promptly secure such well in an,a,ppropriatemanner consistent with
all applicable laws and regulations.
12.4 Relocation QfptpeHnes, Wells and I$QlJipQ1:ent; Ownetreserves the right to
require Permittee, at Permittee's sole expense,to mQve Q;rr~l:dcate any c.onve.yance pipeline,
welles) or equipmentmsta11ed by Permittee at any time ijpon thirty (~9) daysiprior Written
notice to Permittee, if the location of-such pipe.tine, welI(s~ Qreq~i:pmentj:s interfering·with
the use. or development of the Property; provided. however, tnatanysucn relocation shall be
required ·only upon obtaining prior approvai from theapplicabJe Gpv.ernmental Authority.
which appro:vaJ Permittee shall use its best efforts to obtain.
12:5 Bipeline CQnatruction~ ;Permittee has. represente9.io Owner tha.tPermittee
shall.pmvide doublecontaimnentconsisting ofin:dividu,aip~PlPllliesrunning through PVC
piping, :andoa .leak monitoring plan for conveyance 'pipe;linesbetween'~y extraction wells
apd,gro'llndwater tre~tment facUities: located on the Property. Pe-rrriittee h~'xepresented to
Owner that Permittee shall comply willi any an<;i 'afl. app1icabfestap,qards~and diligently
undertake those activities necessary to' prevent leakage or further release of Hazardous
Substances on, in, under 'Or about the Property.
12:6 ArcheelQgist. Permittee shall pay Owner's reasonable costs and expenses
for an on~sitenwner desi'gnated archeoJogist(or suitable repr.esentativ~) to inspe.ot any
gtading or excavation for thepresenceofsignifiealltarcneological artifacts. 10 exceptionaJ
cases~ this inspectionco.nclition may.take the form of continual monitoring (a~ an hourlyr.ate
to be charged to PermIttee). Becausethe'P'foperty is not archeological!y sensitive! it is
anticipated that such inspection, if any, will he minimal. Rennitiee shall comply with
archeola,gist's requestsregardingth:e pr;()teatiml~ removal or reburial of such artifacts .()i'the
temporary cessation of grading or excavation. Any archeological artifacts d~scovered on the
Property shall belongto Owner.
12.7 ~. Permittee shall take all reasonable and necessary safe~ and
sec.Q,rityprecautions in connection with the Activities. As betweenPemiiitee and Owner,
Permittee shall also be. solely responsible for di~posing orany soils or;groundwater extracted
or removed byPennittee.from the Property in-tbecourseQfthe Activities.
5
12.8 Undellioound Uti1it~s'. Where excavation isnetessaty andthe'possibility
exis.ts of encoUJ1ltering exi'S~ingum:ierground utHity Ufl~. Pennittee shall 'call the
Underground Service Alert org~zation (8QO;..642~2444). or such,othet utility locating
service as is appropriate,'two working days prior to cOll)meneing any sueh,exe8vation.,
13. SurviY~QfProyisiQns. Notwlilistandmg,theeJ;(piration ofthe,aQOO8S gr~nted'by
thisAccess Agreement,Permittee's obligations pu,rsuantto Paragr~Phs 6~9 •. 10, and 11 of
this Acc.ess Agreement shaH survive 8Q.U r.eplain in full Jii>lC~ an:defi"ect.
14.. No Admis;;;i.oU., This Access Agree01e)lt shall not constitute, and no action taken
PuTsuanttothis Access Agreem:entshallconstitute;~an;y admission (jffact.,Hability, causadon,
resp(;>nsibility or fault, or pro.portionate share thereof; by either Party w.ith respeCt to 1he
matters refem:-ed to herein,inel uding1 without limitation; the presen.ce orany HazaroGUS
Substanees:'or'otner substances 0r':chemicais in the ,soil or gr:ountlwater an~where in, on~
unp;er, ,at or about the Property, Stanford.Resear¢h Pad,:arid the tfillview Porter Regional
Area. ,TIliS:.AocessAgreement shaH notbe offeredi:n,:t{) ev-idence orl,.lsed by either.Jlarty in
any aditUnistrative, judicial or alternative dispute resotutip:p. proceeding for any pUrpose
, except an action to enfolce terms of, or for damages for br~h of, this Access Agreement.
15. ,AttOrneys' Pees •. In the:cv,enLof 8!J'y mfgaaQn, media1lionorarbi'trati'on concerning
, the enforcement or interpretation of this Access Agreement or ~sip.g out of any 'breach or
alleged breach of this Aecess Agreement, the prevailing party in sllch action Of'proc.eeding
shall be entitled to anyjudgmentawarded~in its. favor and its costs apd expenses of.Silit,
including reasonableattomeys1fees and,coUItcosts,
16. SucceSSQrs. This Acoess Agreement shaU:bind and illureto the :bellefitof Owner
and Pennittee:e;nd theirrespective.suceessors and legal representatives. NeitherPmtY may
assign it$ rights or QijUgationswldet,lliis Access Agreement.
17. Iime.QftheEssenQ§. Owfierand Permittee aeknowledge,andagree thatiime is of
the essence with respect'to pen0rmance of theirrrespective obligations under this Access
Agreement.
18. Headin~s. The headings in. this Access Agreement :are for convenience only and
shal1b~givenno effect in the construction or interpretation, of this Access Agreement
19. Nptil;(es. Pennittee shall promptly (and thaD. ,events within, three (3') business
days) notify 0wner of any jnquiry.in¥estigatiQn~ :or.der, or .enforcementproceeding by or
against Pennit;tee which in any way relates to orafi'ects'the Property :OT"the Activities. Any
notice required or pe:onitted to be given'pursuant to this.Agreement Shall be in writing and
shall be deemed to be given when served personally, or on the third day aftermailing·jf
mailed by United States mail, p.ostage prepaid, addressed, to the address for each Party set
forth below:
6
OWNER:
PERlyflITEE:
with a copy to:
Stanfotd:ManagemeIitCompany
Environmental Mari~ement
:2770 Sand Hill Road .
Menlo park, Califomia 94025
At~ntiOi1: Environmental Mana,.gei-
BP E~plorati()n & Qi].[nc:.
295 S:W. 41 sr Street
Building 13, Suite N
Renton, W A 9'8055 "
Attention: ScottBooton
BP Americalnc.
20Q Public Square, J9-B
Cleveland; OB 44114
Attention: Ja.ck L. Liti;ner
The fote;going.addressesmay 'be.chaoged by written notice given in tb;e·maniler
provided above.
20; pefault. In the event a Party fails to·fulfill an.y.materiaJ obligation .ofthis AC.cess
Agreement, the .other Party may give written notice to that Party ofSuc.h failure, and in the
ev.ent that Party faUs to remedy such iWlure within 30 days of receipt ·!){such notice. the
notifying Partymay-tenninate this Access.Agreement by.f!. second writtenllotice and/or
pursue whatever other legal or equitable·remedies ar:e.availahle~
21. Recordation of Memorandum. This Access Agreement shall not be recorded,
however; a short fonn oUhis Access Agreement in thefonn attac:i1eq hereto as Exhibit 1 may
be recorded. Upon termination.of this Access Agreement, PennitteeBhall :execute_and deliver
tp Owner in tecordablefonn a termination notice inth~formattached hereto,~ Exhibit 2,
canceling and removing theeffe.ct of said short form and this Access Agreement.
22. Construction. The validity, interpretation. and performance, of this Access
Agreement shall begovemed by land. construed in accordance with the Laws of th~ State of
California applicable to agreements made in and to he' perfo11lled in California.
23. NQ WaiVer. The failure of either Party to insist upon s.tJ:ict adherence to any term
of this Access Agreement Oil any o.ccasion shall not be deemed u waiver or'deprive that Party
of the right thereafteno insist UpOl1 strlct adherenee to' that tenn ·or any other term of this
Access Agree.ment. Any waiver must be in.a writing signed. by the Party granting the. waiver.
7
24. No Intsmt to Greate Third Party Beneficiaries. The Parties intend'~ the rights
and obligations under thiE Aecess Agreement shall benefit:and burdeIi':onlytheParties hereto,
and do not intend to create any rights in, or right of action to or for the use or benefit of any
thirdparly,inc1uding any governmentalagency, whois :noto,ne',(}fth¢ Parties to this Access,
Agreement.
25" Modification. Each PartywarrfUltsand agrees tha.t this A~~ess Agreement may
110t be altered, amended, modified or otherwise-changed except by a W1jtinB:whichexpr:essly
states that it is a modification of this Acc(;lss Af:,rreement and whioh is duly executed by.an
authorized repres,entative of each Party.
26. Statute QfLimitations. Owner-lllldPermittee agree that the runriing of'any statute
of limitations period that may be applicable to any claimswbiel'rfhe parties hereto may have
or be entitled to assert :against each other relating to or arising out of the presence OT
suspected presence of Hazardous Substanoes,in, oni under or abaut the Property or the soil or
groundwater thereof, or the release or migration:0fHazardous Substances thereto. or
therefrom shall be suspended and remain suspended until that date which is thirty (30,} days'
following the later of CO expi1:ation or earlier termination of the pennission granted by this
Agreement,-or (Ii) the date any party delivers writtennetice to the :other parly that it-is
terminating the suspension -of'th-e running of any statute .of I imitations peri()u. Upon
expiration or termination ·of such suspension period 'as provided herein, the running of the
statute of limitations period shall again commence.
27. Severability and Sayjn~s Provisjon. If anyone Of mOre of the provisIons
.containt:.\din this Access Agreement shall, for;any reason, be held to; be invalid. H1~ga.J or
unenforceable in any respeGt~ ,such invalidity, illegality or unenfif>rceability shaJlnot affect
,any other provision of this Aocess Agreement, but this Access AgreementshalFbe construed
as if suoh invalid, mega! .or Ui:ltmfofoeaole provision 'bad not heen containedhereill.
IN WITNESS WHEREOF, Owner and Permittee have executed this Environmental
Access Agreement effective as :of'the date indicated above.
OWNER:
The Board of Trustees of the
Leland Stanford Junior University
'. ~--..
It'S: E:x:ecutive Vice ~
Real Estate
Date: ________ _
PER-MilER:
By:.~ 7
8
RECORDJN'G REQUESTED BY:
Board of Trustees of
LelandStantord Junior University
WHEN RECORDED RETURN TO:
Stanford Management Company
2770 Sand Hill Road
Menlo Park, :GA 94025
Attention: Envir'onmental Manager
SHORT FORM OF ACCESS AGREEMENr
(SF E,xplorationat2780 El Camino Real)
By thisSbort Form of Access Agreemenfeffectiye as' of.,--_____ _
the undersigned party ' deSignated 'as "Owner" on th~ $ignatureblock oft11is-ShortForm,of
Access Agreement ("Owner") ~ereby gr8Iltl! to BP EXiplQration and t)ir Inc, ("P,ermittee") the
right until August 1. 1996, or as may be extended hy wt.itten~agreement,of the parties, to
perfonninvestigatory, design, constructioll, 1l1onitoring, testing, operating, repairing,
removal, or remediation work or action on th~t.,c~rtain PrQPertyoommonly 1moWIl,as 2780 El
Camino Real, inlhe City of Palo Alto"County ofSanta'Clara,C~ifornia. ai;lQ on the terms
.andconditions of that-certain Agreemenlbetw€1en Owner and Permitt.ee, dated
IN WITNESS WHEREOF, the parti~shereiQ ,have ex.ecuted this Short ,Fonn
of Access Agreement onlhe day and year first above written .
OWNER:
The Board of Trustees of the
LeLand Stanford Junior Universit~
By: __________ ~ ____ __
Its: ___________ _
.PERMITTEE:
By: __________________ __
Its: __________ _
[Add Acknowledgments]
EXHIBiT 1
9
RECORDING REQUESTED BY:
Board of Trustees of
L.elandStanford JuniorlJniversiw
WHEN REGORD~D RETURN TO:
Stanford Mana;g:ement Company
2770 Sand Hill Road
M~nlo Park, CA 94025
Attention: Environmental ManagElr
TERMINATION OF ACCESS AGREEMENT . . .
(BPExploration at 27&OEI C{lJrt'inp R.eal)
B ythis Termination QfAccess·Agr:eement eff~ctiveas of ___ ----......; •.
the undersigned hereby acknowledges thetennmatieDofall rights of access to the· Property
described on E~hibit A attached hereto ana incorporate&herein by reference,that were
granted to P.ermittee pursuant to thatcertainAccess Agreement dated , a
short form of which was recorded on at Book NQ., Page
___ of the records of Santa Clara County~
IN WITNESS WHEREOF, the'parties hereto have executedthls Termination
off Access Agreement on the day and year ,fIrst above written.
PERMITTEE:
BP Exploration & OHInc
By: _________ _
Its: ------------------
[Add Ack:nowledgmenfJ
EXHIB'IT2
1.0
i
!!);f(,'-UBfT A -
I 0'1 oi-( ,,.-,I
k I't..I
-I ::a.::-
-,
:
-
II
,
l'!
, ~lJl .~·~Ii ~fl " :1il : li<r~ :II ,I.
I
;I!
1
:)-
1
Ii' ! , I
I
h.; II:
I
')
.j ~I
t I i.
J -
1
iii ,i' t 11 " I, ':i
f l , " '0',
t I'r
(
aMISI,.. C
Description..of Site,Activities
Access:to the site .is~required to .insta~"opera.~e, and mairttain'a soil and ,groundwater
remediation sYfjrem. A«e8S to iliewellS located on the sIte is ;a1so required to·,mqnitor the
~ffeet1veness .Qf'the remediation system. .
A £encedabove-ground ,equipment enclosure is prop9$ed to be ~onstructed at theeastem
comer ·of th~.site. the major items oftreatmerttsystem equf.pmeFI.t will consI,st of: filters,.iID
air stripper, a vapor extraction/thermaloxidizel' uni~, and. activated ,carbon adsorbers. Other
portions of the treatm~t syste.md1uGh aselectrk Bubmersible<PUll'LPs;wi1). bein$~ed
underground m. wells, subsurfacevaultB, or'b~¢i;l pi~$'and condUit. Piping used·'for
carrying liquid willpe double-con~ed to conttolpOtei1.tialleakage. The piping 'will b~
insp~periodica1~y durlii;g system operation. During and afrer on-:,site consmiction, the
lOCation of the wells on~site will be deter:mJned.·py a.lic~ed land sUrVeyor •
. The eff~tiveness of thetreatmertt system will be detemdned bypedbdicaJ.1ysampUng the
wells located on fh'e.a1te. As the ,sy~~em effectiveness ·is evaluated ovex: timE:, a<;lcUtional wells
or different types ofequipmentl1\~y be required.
PAl521 41 603.5
EXHIBITC
Scope of Work
for
Initial Improvements
45
\
EXillBITC
SCOPE OF WORK FOR INITIAL IMPROVEMENTS
Stanford/Palo Alto Community Playing Fields
. EI Camino Real and Page Mill Road, Palo Alto, California
(Formerly identified as 2650, 2700, and 2780 EI Camino Real)
The "Stanford/Palo Alto Community Playing Fields" shall consist of the following:
1. Playing Fields:
o Baseline cost is for natural grass fields with a deep drainage system.
o Design of the project (as directed by CPA) is for Field Turfbrand artificial infill-turf
playing fields. CPA has agreed to fund the cost differential for an artificial infill-turf
field system, which Stanford has capped at $800,000. Permanent soccer field striping
will be incorporated into the project with the infill turf.
o Two "Competition" Soccer Fields (one field 60 x 100 yards; one field to be 70 x 110
yards) and one "Practice/YouthlWann-up" Field (approx. 20 x 50 yards).
o Runoff strips between fields (10-15 feet wide).
o "Intramural" level lighting for two Competition Fields at 25-30 foot-candles. Four,
70-foot high poles per competition field will be provided (total 8 poles). Musco TLC
will be the basis for cost. Poles to be powder painted green per CPA standard.
o Field lighting control will be placed to allow for secured access via a key.
o 4 portable soccer goals. Anchoring points, built into artificial turf surface, for the 4
portable goals as well as supplemental EastlWest mid-goals on each field will be
provided to allow for up to four practice goals on each field.
o Safety lighting will be included in the design to ensure safe egress after field lighting
is turned off
2. Restroom, Snack Shack, Storage Building:
o Women's Restroom: approximately 15 x 19 feet consisting of a maximum of 4 toilets
(1 of which will be handicap accessible) and 3 sinks
o Men's Restroom: approximately 15 x 19 feet consisting ofa maximum of2 toilets
(1 of which is handicap accessible), 2 urinals, and 3 sinks.
o Two Storage Rooms: combined total of approximately 285 square feet; 4-foot door to
be provided for storage rooms
o Snack Shack: approximately 190 square feet consisting of counters, cabinets, sink,
II Ov electrical outlets for appliances, and window serving area.
o Interior lighting; safety lighting at the building perimeter.
o Heating: Electric radiant heating in Snack Shack; no heating in Restrooms and Storage
Rooms
o Natural day-lighting and natural ventilation.
o Exterior walls to be smooth, integrally colored cement plaster on CMU.
o Restroom doors will be constructed to allow for automatic self-locking mechanism.
o Drinking fountain.
3. Parking, Driveways, Sidewalks:
o Asphalt-surfaced parking lot for approximately 92 cars around perimeter of the site.
o Bio-swales to be utilized to retain and treat stonn water runoff.
o Concrete sidewalk between the parking lots and playing fields
o Driveway drop-off circular/turn-around area near Snack Shack
o Right-inlright-out driveway to/from Page Mill Road.
o Right-inlright-out driveway to/from El Camino Real. .
o The design will allow for the future construction (by others) of a right turn pocket on
southbound El Camino Real to Page Mill Road with minimal impact to the site.
o Replace unused/existing driveway curb cuts with curb/sidewalk.
o Repair existing EI Camino Real and Page Mill Road sidewalks in their current
locations.
o Parking lot lighting to meet CPA standards.
4. Landscaping:
o Accent landscaping limited to EI Camino Real/Page Mill Road corner and drop-off
circle area.
o Trees will consist primarily of London plane trees, redwoods and oaks. The London
plane trees will be utilized along the perimeter to deflect balls.
o Relocation of three heritage oak trees and one palm tree, pending approval from CPA
Utilities. (Existing trees are above CPA utilities.)
o Irrigation system, including irrigation controller and modem connection.
5. Fencing & Perimeter Treatment:
o 2-foot high Keystone (or equivalent) landscape wall and removable bollards around
field perimeter with intennittent access points as necessary to restrict unauthorized
vehicular access to playing fields.
o The existing chain-link fencing on the west (Stanford Financial Square) side will be
extended to near El Camino Real.
o Ball-control fencing will be provided on the southwest side of the field (the side
furthest from EI Camino Real).
6. Utilities and Utility Easement:
o Sanitary sewer trunk lines existing on the site will be left in place.
o Provide access to existing sanitary sewer manholes for flush truck.
o CPA Utilities easement will be kept clear of structures and trees, where required by
CPA Utilities for maintenance access.
o Utilities at the comer of El Camino Real and Page Mill Road to remain in place.
(Traffic signal poles, controller, etc.)
o Stonn drain pipes less than or equal to 12 inch diameter will be PVC (polyvinyl
chloride); larger pipes will be RCP (reinforced concrete pipe).
7. Existing Groundwater Cleanup
o Existing underground extraction wells, monitoring wells, piping, and the related
groundwater cleanup system will remain on the site. If allowed by the RWQCB, the
system features will be relocated outside of playing areas. If the RWQCB does not
allow relocation of underground wells, infill-turf covers will be installed over the
wells.
o Access to the wells for monitoring and maintenance by Hewlett-Packard shall be
allowed and maintained by CPA.
8. Other:
o Public Art to be incorporated into the project at a mutually agreed upon location. Cost
not to exceed $20,000.
o Signage: Monument signs and up-lighting will be provided at each driveway entrance.
o Soft Costs: Architectural and engineering fees are included in scope of work.
o Trash and recycling enclosures will be located in the parking lot near El Camino Real
driveway.
o Bike racks will be provided to meet CPA standards.
o Emergency phone ("Blue Phone") with location to be determined by CPA.
o Four (4) Du-Mor picnic tables with benches; trash and recycling receptacles.
o On fieJd trash receptacles -one each on each side of each field -32 gallon size.
·9. Exclusions include but are not limited to the following:
o Street lighting along El Camino Real or Page Mill Road.
o Off site improvements to El Camino Real (e. g. pedestrian crossings).
o Off site improvements to Page Mill Road (e.g. pedestrian crossings).
o Relocation of existing El Camino Real and Page Mill Road sidewalks from their
, current locations.
o Right turn pocket from southbound El Camino to P age Mill Road.
o Modifications to the Stanford Financial Square parking lot, (e.g., bike path).
o All City of Palo Alto fees, including impact fees, utility fees, utility connection costs,
plan check, and pennit fees.
o Work associated with existing lUlderground pedestrian lUlder crossing below
El Camino Real.
o Appliances for Snack Shack.
o Sports equipment beyond soccer goals.
o Maintenance equipment.
o Where there are conflicts, approved plans will supersede this exhibit.
EXHIBITD
Stanford Research Park Handbook
46
PAl52141603.5
EXHIBITD
STANFORD
RESEARCH
PAR K
Table of Contents
Introduction ............................................................................................................... ; ........................ 3
I. Planning Guidelines .............................................................................................................................. 4
Site Planning .......................................................................................................................................................... 4
Zoning Requirements ......................................................................................................................................... 4
Building Sites ....................................................................................................................................................... 5
Service Areas ............................................................................. : ......................................................................... 5
Gnlding and Drainage ........................................................................................................................................ 5
Utilities ............................................................................................................................................................... 5
Mechanical Equipment ....................................................................................................................................... 5
H:lz:lrdoll~ Materials Storage and Handling ........................................................................................................ 6
Site Circulation ....................................................................................................................................................... 6
Vehicular Access .................................................................................................................................................. 6
Bicrde Circulation ............................................................................................................................................. 6
Pedestrian Circulation ........................................................................................................................................ 6
Parking .................................................................................................................................................................... 7
Parking Requirements ............................................................................. : ................................. ; ........................ 7
P:lrking Lots ........................................................................................................................................................ 7
Site Furnishings ..................................................................................................................................................... 7
[,ighting .............................................................................................................................................................. 7
Signs ................................................................................................................................................................... 8
Walls and Fences ................................................................................................................................................. 8
Landscaping and Maintenance ........................................................................................................................... 8
A Partial List of Plants Recommended for Sites in the Stanford Research Park ............................................. 9
II. Structure and Site Modifications ............................................................................................. 10
()vervie,,-............................................................................................................................................................... 10
Architectur.tl Design .................................................................................................. ~ ..................................... 10
Design Review Categories and Process ............................................................................................................ 10
Interior Renovations ........................................................................................................................................ 10
Lo,,' Inlpact Projects ........................................................................................................................................ 10
Process for Review of Low Impact Projects ..................................................................................................... 10
High lnlpact Projects .............................................................................................. ~ ......................................... 11
Process for Review of High Impact Projects .................................................................................................... 11
SlIbnlittal Requirements ..... : ............................................................................................................................. 11
Procedure Following Stanford Design Approval-City of Palo Alto Review ..................................................... 11
Pre-Construction Requirements ............. : .......................................................................................................... 11
Notices of Non-Responsibility .......................................................................................................................... 12
Exca\':ltion Work ............................................................................................................................................... 12
Archeolol-lical J'vlonitoring ................................................................................................................................ 12
Landsc;lping Standards ..................................................................................................................................... 12
Post-Construction Requirements ....................................................................................................................... 12
III. Ongoing Lessee/Tenant Activities ........................................................................................ 13
Periodic Property Inspections ............................................... : ........................................................................... 13
Lenders: Estoppels, lbree-Party Agreements ................................................................................................. 13
Brokers: Sublease Consents ............................................................................................................................... 14
Use Clause E..xceptions ........................................................................................................................................ 14
ContraCtors: Notice Requirements .................................................................................................................... 15
Access .................................................................................................................................................................... 1;
Stanford Contacts ................................................................................................................................................ 16
This booklet is intended to summarize some of the basic aspects of the relationship between
Stanford, as ground lessor in the Stanford Research Park, and you and your company as a
lessee or tenant in the Park by addressing typical questions that may arise in managing your
leasehold interests. While this booklet is intended to provide a framework for interacting
with Stanford, please keep in mind that it is not to be used as a substitute for actually review-
ing and complying with the terms and conditions of your ground lease; We would also
encourage you to discuss any issues with Stanford Management Company (SMC) staff in the
event you have questions or COnCe1"ns. These guidelines are general in nature and SMC
reserves tbe right to allow for exceptions or variances on a case fry case basis as deemed
appropriate by SMC
As a further introductory note, we at Stanford would like to express OU1" appreciation for the
high level of attentiveness that you exhibit in your lease compliance efforts. We are very
proud of the fine appearance of the Stanford Research Park and its continued position as the
premier park of its kind.
This handbook is divided into three parts:
Part I covers planning guidelines for site deuelopments
Part II presents structure and site modification procedures
• Part III deals with continuing lessee/tenant activities
3
4
Site Planning lations. Please note that in some instances Stanford's
The objectives of site planning are to guide the location
of buildings, access roads, parking lots and landscaping
on the property in a manner that supports the tenant's
operations; projects should be planned in ways that will:
. requirements are stricter than the City's and, therefore,
both jurisdictions should be researched in addition to
any other relevant jurisdiction (e.g., county and state
regulatory agencies). The two existing zones within
the Stanford Research park are:
• fit the site well
• be compatible with neighboring sites
• reflect high aesthetic standards
limited IndustriallResearch Park (LM):
1 acre minimum parcel size
• protect the environment and be compatible with it
(I.e., drought sensitive)
Limited Industrial Site Combining District (LM-5):
5 acre minimum parcel size
• comply with all appropriate codes and regulations All uses are to preclude any nuisance, hazard or com-
monly recognized offensive conditions. It is, however,
important to note that Stanford leases often impose
more narrow use restrictions than those permitted by
Palo Alto zoning ordinance.
%onlng Requirements
The Stanford Research 'Park is incorporated in the City
of Palo Alto and is subject to its zoning and other regll-
The foliowing table delineates current regulations for the LM and the LM-5 combining district zones:
Site Development Regulation
Minimum site size
Minimum site width
Minimum site depth
Minimum front setback (1)
Minimum rear yard (2)
Minimum interior side setback (2)
Minimum street side setback (2)
Maximum flClor area ratio (FAR)
Maximum site coverage
Maximum height
Maximum height next to reSidential area
Parking
(l)IM Zone
1 acre
100 ft.
150 ft.
20 ft.
20 ft.
20 ft.
20 ft.
0.4 to 1
30%
35 ft.
25 ft. if within 40 ft.
of residential use
1 sp. per 300 gross s.f.
1M-S Combining District
5 acres
250 ft.
250 ft.
100 ft.
40 ft.
40 ft.
70 ft.
0.3 to 1
15%
35 ft.
25 ft. if Within 80 ft.
of residential use
1 sp per 300 gross s.f.
(I) Stanford requires more gellerollS setbacks than thosl! ill tbe Palo Alto zoning requirements. In the I.II-J district, Stanfora r-eq"lres "
minimum setback of 50 feet and lip to 70 feet on Page MtII Road, as appropriate. The Palo Alto Zoning Ordinance bas a Landscape
Regulation Ol'e1'lay on parcels fronting Arastradero Road in the LM-,5 district, in wblch plantings are required to provide a pbysical
and l'isuai separation from the residential det.'elopment on tbe other stde of the stT'f!et.
(2) Side and rear setbacks are subject to ,..,<'ieu· in conjunction u'ith zoning T'f!gulatiollS and adjacent properties.
Building Sites
• Buildings should be located so the approaches to visi-
tor parking and entries are easily discernible.
• In most cases in the LM zone, buildings should be
oriented parallel or perpendicular to the street. A
few facilities on Page Mill Road have buildings ori-
ented to true north rather than to Page Mill Road.
Where such facilities oriented to north are visible
from a proposed facility, and where otherwise ap-
propriate, this alternative orientation may be
considered.
• In the LM-5 district, due to larger parcels, there is more
latitude in siting buildings.
Service Areas
• Service areas should not be visible from the street, and
must be appropriately screened from on-site views (see
section on Walls and Fences).
• Recycling should be a significant element of the ten-
ants' waste management program, with recycling
containers or exterior enclosures (as required in Sec-
tion18.GO.080 of Palo Alto's zoning ordinance).
Grading. and Drainage
• The intent should be to preserve existing topography
and Significant trees, thereby maintaining the original
character of the site, insofar as is possible.
• Artificial berms are generally discouraged. However,
an exception may be considered where needed to en-
hance screening of parking from the street.
• Severe cuts and fills are to be avoided, especially on
hillsides. Buildings, parking, and Circulation are to
be designed ,to step up or down. as necessary.
• Surface drainage must be properly engineered to col-
lect all storm water on-site for discharge at approved
points.
Utilities
• All utility lines must be underground.
• Utility eqUipment such as transformers, storage tanks,
meters, backflow prevention assemblies, etc., must be
screened from both on and offsite lines.
• All effort must be taken to make aboveground
backflow prevention assemblies visually unobtrusive.
Whether or not they are located within a cage,
backflow prevention assemblies shall be screened
with plant material that is complimentary to the over-
all planting .scheme of the site. Assemblies shall be
painted dark green or a similar camouflaging color,
and shall be selected 'for appropriate height and size.
Stanford must approve permanent removal of any soil
and any excavation so that archeological monitoring,
if appropriate, may be arranged. Please give us a mini-
mum notice of ten (10) working days prior to
commencing constmction.
Mechanical Equipment
• It is preferred that all major systems requiring large
components (e.g., air-conditioners, storage tanks, etc.)
be located in mechanical rooms completely within
the building. Alternatively, systems might include an
exterior location at or depressed below ground level
as necessary to limit heights to a maximum eight feet
above gr'.lde or be fully recessed into roof wells, with
allowances for funtre equipment. Mechanical equip-
ment located in this manner must be screened on all
sides. If utilized, surface-mounted roof eqUipment
should be screened in a low proflie manner and com-
pletely integrated with the overall architectural design
of the building.
Mechanical eqUipment and auxiliary buildings, if oth-
erwise acceptable, should not be located within five
feet of property lines. Proper spacing for landsc:aping
is important. Auxiliary building design should be con-
sistent with the design of the main buildings. Portable
storage containers may be considered on a temporary
basis only.
5
• Of particular concern to Stanford is the complete conceal-
ment from visual impact from on or offsite of the following:
• Storage tanks
• Air-conditioning and other mechanical equipment
° Duct work and ventilation/exhaust stacks
• Cooling towers and chillers
• Generators
• Transformers
• All but very small flues/vents
• Temporary buildings
• Any other non-architectural appurtenance
Hazardous Materials Storage and Handling
Hazardous materials are commonly used by many firms
operating in the Stanford Research Park. Stanford expects.
tenants to employ best management practices and com-
ply with all governmental regulations with respect to the
lIsage, h:mdling, storage and disposal of hazardous materi-
als .!Od to prevent the occurrence of any spills or releases
on the properry.
In the event of a spill or release, the master tenant of the
propcr[)' shall immediately remedy, repair and remediate
any damage or harm caused by such event, and shall no-
tify Stanford of 'such event as soon as pOSSible, but in all
cases within seven (7) calendar days of the occurrence of
such event.
When no longer needed, storage facilities for hazardous
materials, such as sumps, subsurface pipes used for trans-
porting chemicals and/or waste chemicals, and above/
underground tanks, must be removed from the property
in coordination with the Universiry as well as the appro-
priate regulatory agencies. If needed, soil and/or
groundwater test samples and remediation may be required
by regulatory agencies and/or Stanford.
Prior to conducting any investigation or remedial activi-
ties on land that you do not lease, you must obtain an access
agreement from Stanford. (please refer to Section I1I,Ac-
cess.) Copies of any test results or reports related to soil
and groundwater investigations must be provided to
Stanford. Notifications regarding and copies of dosure plans
and reportS for decommissioning facilities (Le. , plating shops,
maintenance shops,labs, storage facilities, etc,) should also
be provided to Stanford seven (7) days prior to closure
activities. Stanford may send a representative to be present
during these activities,
Site Circulation
Vehicular Access
• Primary access to the site should be from one of the
dedicated streets in the Stanford Research Park.
• Access easements may cross another parcel, but are
not to be designated for primary access.
• Vehicular circulation patterns on-site are to be clear,
with visitor nnc;l disabled persons parking clearly
differentiated from employee parking,
Bicycle Circulation
• Stanford actively supports efforts to reduce vehicular
traffic in the region, and bicycle commuting is a sig-
nificant element ofStanford'sTransportation Demand
Management program.
• Official bicycle lanes are located on the following roads:
Arastradero Road
Hillview Avenue
Foothill Expressway
}unipero Serra Boulevard
Page Mill Road
Porter Drive
Hanover Street
California Avenue
• Site circulation plans must incorporate bicycle circu-
lation, with safe and clearly marked routes from bicycle'
paths to bicycle parking and lockers.
Pedestrian Circulation
o. Safe, unobstructed,adequatelylit (see Site Furnishings,
Lighting Section below) pedestrian circulation is to
be provided from parking areas to building entries.
Wherever possible, this is to be accomplished by pro-
viding separate pedestrian sidewalks.
• Sidewalks are to be a minimum of five (5) feet wide.
• In the LM district, wherever the topography permits.
there is to be a continuous sidewalk along the street
frontage and to the main entry of the building.
Parking
Parking Requirements
LM District:
One space for each 300 gross square feet of buildu1g(S)
LM-5 District:
One space for each 300 gross square feet of building(s)
• Where the standards seem inappropriate for the num-
ber of people working onsite, Stanford and Palo Alto
may be willing to grant a temporary waiver (reduc-
tion) of total initial dedicated parking if the tenant
expresses, in writing, a willingness to place an equal
amount of land in a Landscape Reserve. The City
has guidelines governing the identification andstlb-
sequent modification of such landscape parking
reserve. While Stanford prefers to minimize on-site
paving, particularly for parking purposes, it reserves
the right to reCJ.uire full parking requirement
compliance.
• Sufficient and conveniently located visitor parking is
required.
• Disabled.persons parking is to be clearly signed and
conveniently located, in accordance with State and
City regulations.
Parking Lots
• Parking lots shall be designed to reduce overall run-
off volume and nonpoint source pollution contained
in run~ff. Techniques for achieving these goals in-
clude minimizing impervious area, using penneable
pavements, and directing runoff to landscape swales
designed for stormwater treatment.
• Paved areas are to be a minimum of five (5) feet from
property lines, as these areas are reserved for plant-
ing areas.
• Parking areas are to be articulated at frequent inter-
vals with landscaped openings. Openings are to be
of sufficient size and design to insure that trees or
other plant material will not be damaged by overhang-
ing bumpers.
• In some cases, Stanford's requirements may exceed
the minimum City of Palo Alto. requirements for park-
ing lot trees. Tenants should discuss this with Stanford·
staff while in the planning stages.
• There is to be no above-ground parking within the
front setback.
• There can be distinct functional and aesthetic advan-
tages to locating parking under buildings, and this
option may be worth considering where practical.
• Dead-end parking bays should be avoided.
• Service areas should not be visible from the street,
and must be appropriately screened from on-site
views (see section on Walls and Fences).
Site Furnishings
Lighting
• Building lights, parking areas, courtyards, or oth er rela-
tively large open areas should be part of the
architectural design, whether free-standing or build-
ing-mounted.
• Lighting design should balance energy conservation
with aesthetic, architectural and safety factors.
• The maximum mounting height for any luminaire is
20 feet. Site flood lighting (building mounted or oth-
erwise) and tall freeway-type flXtures are prohibited.
• No direct glare from any source, internal or external,
is to be visible from off-site.
• High pressure sodium or other acceptable equivalent
energy-efficient alternative lighting is required. Other
types of lighting will be considered on a case-by-case
basis. In general, lesser-intensity lighting is preferred
consistent with adequate safety.
7
8
Signs
• Professional design is required.
• Signage is allowed in setback areas.
• Reasonable use of signs is encouraged, and all signs
should be of a scale and proportion tbat relates to its
environment. Please be aware that the City of Palo
Alto has sign requirements which must be met
(contact City of Palo Alto ARB liaison).
• Lettering may be either raised or recessed; vinyl or
· painted lettering is prohibited.
• Illuminated signs are to have 50ft, concealed, non-
glare external lighting. Internal lighting, unfinished,
exposed aluminum edges, and signs using plastic, or
similar commercial sign materials are prohibited, as
are signs that are glOSSY, reflective, flashing, or which
have moving parts.
Walls and Fences
• No walls are permitted within the streetside
setbackCs). Any wall between the streetside land-
scaping and a building front is limited to a maximum
height of three (3) feet.
• No side or rear wall may exceed eight (8) feet in height
unless approved by Stanford.
• Refuse enclosure walls are to be six (6) feet high
and must be of suitable material and finish (no chain·
link fencing).
• All waUs are to be constructed of materials and fin-
ishes that are compatible with adjacent buildings.
• Chain link or other non·architectural fences are
strongly discouraged, but when used must be
screened with vines or shrubs and be at least twenty
(20) feet from Side street frontage(s). Barbed wire
or redwood slats in chain link fencing are strictly
prohibited.
• No fencing (induding security fencing) is permitted
within the front setback.
• Where sloping conditions exist, the tops of all fences
should be stepped to carry level.
Landscaping and Maintenance
• New or relandscape plans are to be received and
approved by SMC. We are also happy to provide
input on any landscape: issues as requested.
• Property line planting, particularly trees, must be
compatible with adjacent landscaping.
• To maintain the park-like setting in the Stanford Re-
search Park, a combination of lawn and green
drought-tolerant plantings are encouraged.
• A regular maintenance program must be established
to protect the visual aspects of the landscape by
properly grooming and trimming of lawns, trees, and
shrubs. The prompt removal and replacement of
dead or dying plant materials and strict control of
· litter, weeds, and growth restricting circulation is
reqUired. Plants with minimum watering require-
ments are encouraged for new or replacement
planting to encourage water conservation.
• In addition to what it can do for the overall appeal of
a Site, landscaping supplements air-conditioning by
providing shade and helps to raise the level of humid·
ity and oxygen in the surrounding air. Landscaping
can also provide, and is the recommended material,
for effective screening of the following:
• Mechanical/electrical equipment
• Trash containers
• All parking and other large paved or open spa~es
• Large blank walls, fences (mesh or solid)
• Loading docks
• Rear of single·faced signs
• Utility yards and equipment storage areas
• Backflow prevention assemblies
A Partial List of Plants Recommended for
Sites In the Stanford Research Park
Trees Herbaceous PllUlts
Aesculus californica California bIlCke)'(! Acanthus mollis Bear's breech
Albizia julibrissin Mimosa, Slik tree Achillea (severn!) Common yarrolt'
Cedrus deodarn Deodar cedar Aloe (severnl) e.g.: Tree aloe
Ceratonia siliqua Carob tree Amaryllis belladonna Naked ladies'
Eriobotrya japonica Loquat Aspidistra elarior Cast iron plant
Geijera parvlfioro Australian u!illotl' Cenrranthus ruber Red valerian
Koelreuteria panlculam Go/denra./n tree Coreopsis grandiflora. Coreopsis
Lyonothamnus floribundus Femlee! Catalina ironwood vertlclllara
Mella azedarnch Cblna-berr,), DipJacus hybrids Monke)' flolll(ff
Olea europaea Olltll! Dletes iridioides Fortnlgbt /fly
Pinus (m:mr) e.g.: Eldarica pine Erigeron karvinskianus Santa Barbara daisy, Fleabane
Pistacia chinensis Cbi71ese plstacbe Eschscholzia californica California poppy
Quercus (manr) e.g.: Holly oak Eriogonum (seYernl) e.g.: Santa Cruz Is/and
Rhus lancea A!rican stImac buckw/.7eat
Sapium sebiferum Cbinese ta/lol/l tree Gaillardia grondifl orn Blanket flower
Trisrania conferta Brisbane box Geranium incanum Crane's bill
Hypericum cal)'cinum Sf. Jobnsttlort
Shrubs Iris douglasiana. foetidissima Douglas Iris, Gladwin Iris
Arbutus unedo StralC!ber1)' tree Kniphofia uvaria Red l)ot poker
:, Arctostaphylos' (many) Howard McMinn manzanita Lanmna monrevidensis Trailing lantana
' ... ; Callistemon citrin us Lemon bottlebrtlsb Limonium perezii Sea la ve nde r
Ceanothus (many) e.g.:julia Phelps ceallothtts Narcissus (maoy) Narc/ssll$, d(/ffOdlls
Cercis occidentalis Western redlmd Oenothern berlandieri Me:r:ican et'ening primrose
Chaenomeles,.varieties Flowering quince PeJargonium (several) Geraniums
Cistus (seve.ra!) e.g.: Wbtte rockrose Romneya coulter! Mat/lija poppy
Cotinus coggygria Smokebz/sh Salvia c1evelandii. leucantha Clevelana sage, Me . ..:ican
Dodonaea viscosa Hopbltsh Busbsage
Escallonia (several) e.g.: Frade's escalionla Samolina chamecyparisslls LCllIeruier cotton
Fremontodendron californicum Flannel bus/) Sedum (many) e.g.: Cape Blanco sedum
Garr}':l elliptica Coast sllktassel Senecio cineraria Dusty miller
Grevillea (several) e.g.: WOO/l)l grevillea Stachys brzantina Lamb's ears
Heteromeles arbutifuli:l Tqvon Teucrium chamaedl'YS Germander
Lantana camara varieties Lantana Verbena tenuisecta Perennial verbena
Lavandula (severnl) e.g.: Spanish ItltJender Zauschneria caHfornica Cal/fom/a fucbsia
leptospermum scoparium New Zealand tea trlle
Myrtuscommunls M)'rt/e Vines
Nerium oleander varieties Oleander Bougainvillea (several) BOJlgainlJilIea
Pittosporum (severnl) e.g.: Willow ptttosporum Macfadyena unguis-catii Yellow trumpet Illne
Plumbago auricuJata Cape ieadwort Polygonum aubertii Silver lace vine
Prunus ilicifolia Holly-lea! cherry Wisteria sinensis Chinese Wisteria
Punica granarum Pomegranate
Rhamnus :lIatemus Italian bucktbom
Rosmarinus officiruills Rosemary
9
10
I;
Overview
Any modification to the site or building(s) is to re-
ceive the approval of Stanford Management Company
(SMC) prior to submittal to the City of Palo Alto. Palo
Alto, in consultation with the SMC, will accept
project(s) for either a building permit, or for Architec-
tural Review Board Planning Commission review upon
documented Stanford approval.
All development within the Stanford Research Park mllst
comply with the codes and regulations of the State of
California, the County of Santa Clara, the City of Palo
Alto, and the Board of Trustees of The Leland Stanford
JuniorUniversit}'. Any lands that abut the Creek may
require review by the Department of FIsh and Game
and the Santa Clara Valley Water District. Review by
the University does not include consideration of
structural, code, or other applicable regulations
administered by other jurisdictions.
Contact the SMC with information regarding the scope
of your project. YOll will be advised as to the feasibility
of your proposal and will receive information as to the
process to be used in approving your project.
Architectural Design
In designing projects for The Stanford Research Park,
the following items are to he considered:
• Quality of building materials chosen, nnd their
appropriate use
• Qualit}' of design detailing
• Scale and proportion appropriate to the building
forms chosen
• Appropriate integration of the screening devices for
mecharrlcal and electrical components
.-..."
• Compatibility with existillR forms, materials, colors,
and detailing of lIdjacent structurt:S
• Integration of the building fnrOls, m:tteria!s and colors
with the landsolpe setting
• Clarity of cirt:ul:ltion pathS for automobiles and
pedestrians
• Appropriate sense of entl'r to botll the site and the
building
• Compatibility with the overall architecture of the Park
Design Review
Categories and Process
Projects should be discussed with the SMCprior to submis-
sion, By telephone. an assessment em be made as to the
category of project involved, as follows:
Interior Renovations
Projects with no exterIor ae:lti1ecic impacts need not be
reviewed by SMC.
Low Impact Proiects
ProjectS with a low aesthetic.: impact (do not materially change
the character of the building) :\.I't' re"vie\veJ by and approved
by SMC. Following this review. tenants m:IY go to the City of
PaloAltO for review. approV'.u and building permit.
Process for Review of Low Impact Proiects
Upon the instructions of SMC. the applicant submits four
(4) sets of drawings to SMC. S:\lC will review the draw-
ings for lease and design guideline compliance.
If modifications to the submitted drawings are needed,
SMC will work with the applicant to resolve any
design issues.
High Impact Proiects
Significant projects, including new building proposals,
are subject to review throughout schematic design, de-
sign development,and working drawing phases. Stanford
review and approval at each phase is to be obtained
before submission to the City of Palo Alto. (NOTE: Con·
current applications may be possible for Palo Alto
Architectural Review Board, Planning Commission
review. This should be discussed with SMC prior to
proceeding.)
Process for Review of High Impact Proiects
It is helpful to discuss significant projects with the SMC
staff as early in the process as possible.
When concept drawings are ready for review, a meeting
with SMC is to be made to discuss the progress of the
project. Four (4) copies of the concept plans are to be
submitted not less than five (5) days prior to the sched-
uled meeting in order that staff will have time to evaJuate
compliance with design guidelines.
If modifi cations to the submitted drawings are needed,
SMC will work with the applicant to resolve any
design issues.
When the concept review is completed, the drawings
and an annotated cover sheet describing any conditional
design modifications will be given to the applicant for
submittal to the City of Palo Alto for Architectural Re-
view Board review and other process scheduling.
Members of SMC will attend the ARB review meeting for
the project in order to coordinate ARB comments on the
project into the final pre1imi.nary drawings submitted to
the City for the second ARB review.
At each stage of design development for the project,
through to working drawings, designs should be sub-
mined for SMC review in the same manner as for the
initial submittal.
SubmlHal Requirements
• Submit four (4) complete sets of drawings for each of
three review phases: schematic design, design devel-
opment, and construction documents.
• The site master plan is to include a complete sum-
mary of building areas; planting areas; conceptual
lighting, signing and site furnishings; site circulation,
and parking counts (including bicycle parking/stor-
age) -present and future.
• Floor plans
• Roof plans
• Building elevations (including mechanical eq ui pment)
and sections
• Colored perspective drawings of the development
(as viewc:d from the street at eye level)
• Landscape plan, including irrigation system
• Color/materials board representing all exterior fin-
ishes, materials and colors
• Photographs or slides of existing site that character·
ize its current condition
Procedure Following Stanford Design
Approval • City of Palo Alto Review
In addition to review and approval by the University,
the City of Palo Alto requires that proposed projects be
submitted for review and approval by the Architectural
Review Board. Other City departmental review may also
be required, for example, within the Site Design Review
of Combining Districts (LM-5) (D), the City of Palo Alto
requires that proposed projects be submined for review
and approval by the Architectural Review Board, the
Planning Commission and the City Council.
You may apply for City of Palo Alto,Architectural Review
Board preliminary review scheduling with approv-ed con-
cept drawings,however this does not relieve the applicant
from on-going project development reviews with Stanford'
leading to submission to the ARB for fmal approval.
11
12
Pre-Construction
Requirements
Notices of Non-Responsibility
Whenever any contracted physical improvement work
is done to the land, buildings or landscaping, SMC must
be advised of the timing and scope of the work so that
we may post a Notice of Nonresponsibility and record
the original with the COlmty Recorder's Office. This pro-
tects Stanford against financial claims alleged by any
contractor or vendor which they may file against you or
Stanford as landowner. As a general guideline, if the to-
tal cost of such work exceeds $20,000, such notice is
required. Please give us a minimum notice of ten (IO)
working days prior to commencing construction.
Excavation Work
Before any excavation work, prior approval must be re-
ceived from SMC. Installation of storage tanks or other
underground equipment must also receive prior approval
as specified within the procedures for site modifications.
SMC must be notified at least four weeks prior to con-
struction. In the case of emergency repairs,please notify
us within forty-eight (48) hours.
Archeological Monitoring
Stanford retains the right on all our leases to utilize an
archeologist or other suitable representative approved
by SMC to monitor any ground excavation or grading
during any construction project. This right also includes
the ability to suspend the construction activity while
any discovered artifacts or suspected artifacts are inves-
tigated or removed. Such archeological finds are
considered a significant resource to the University and
therefore require suitable protection. The areas border-
ing any of the creeks in the Stanford Research Park are
particularly sensitive areas in this regard.
Landscaping Standards
Upon completion of a new building, the entire site should
be landscaped. See Planning Guidelines for further
information.
Post-ConstnIction
Requirements
Within 30 days of completion of the project, the Uni-
versity requires that one set of record drawings (as-
builts) be delivered to SMC.
Periodic Property
Inspections
On a periodic basis, we conduct drive-by inspections of
our leasehold properties. Any lessees out of conformity
with the maintenance, architectural and aesthetic
standards of the Stanford Research Park will be notified
of the problem by SMC and requested to take remedial
action. These inspections are very important, as they
help to maintain the Stanford Research Park's high caliber
appearance.
Occasionally, SMC may request the removal or
improvement of an existing defect or eyesore -new or
old. This is to avoid having undesireable elements, which
while seemingly insignificant, when taken individually,
can coliectively seriously redl.lce the quality and appeal
of the Stanford Research Park. Moreover, any new
construction or installation not officiaUy approved by
SMC is su,bject to reviSion or removal at the lessee's
expense.
Lenders: Estoppels,
Three-Party Agreements
Lenders who wish to secure their loans by a borrowers'
leasehold interest in the Stanford Research Park should
bear in mind that under no circumstances can this af·
feet the fee interest retained by Stanford. In general,
leaseholds in the Stanford.Research Park may be encum·
bered by deeds of trust, which are facilitated by a
three-party lender agreement executed by SMC, the
lender and the borrower/lessee.
When a three-party agreement is required to consum-
mate II ftnancial transaction, the following steps should
be taken by the lenders or lessee:
.l ..
.i il
• Contact SMC to make the request.
• Include a title report, a summary of the transaction,
including the loan amount, term, amortization period
and interest rate along with a complete summary of
all assets used as security, as well as loans that will be
repaid as a result of the proposed finanCing.
• Once SMC agrees to enter into the requested three-
party agreement, SMC will prepare such agreement
for review and approval by the lender and the lessee.
SMC policy is to prepare all legal documents to
be executed by Stanford relating to its real estate
holdings.
• Assuming all parties agree to the terms of the agree·
ment, SMC will prepare execution copies of the
three-party agreement and distribute for execution.
After the lender and the lessee have executed the
document, it should then be returned to SMC for ex-
ecution and final distribution.
~ SMC will enter intO three-party agreements if the terms
are acceptable and do. not compromise Stanford's
rights under the existing ground lease. Accordingly, it
is very important to provide complete details of the
proposed transaction.
• Please allow at least two to three weeks for three part}'
agreements.
Often a lender is willing to extend a loan to a borrower
withOUt a three-party lender agreement. For such trans·
actions, an estoppel letter from SMC is adequate. The
requirements for estoppels are much the same as for
three-party Jender agreements, but generally we can
deliver an estoppel letter within one week of receipt of
all materials.
13
14
Brokers: Sublease
Consents
SMC is very interested in establishing and maintaining
a strong working relationship with brokers in the com-
munity. Please feel free to contact us with any
questions, ideas or proposals you may have. We are
always willing to consider proposals concerning in-
vestment and leaSing opportunities and are eager to
stay abreast of the local real estate market. With 10
million square feet of space, there are ah .... ays options
for tenants needing new or larger facilities. So please,
let us know!
Because the properties in the Stanford Research Park
are almost entirely ground leased by Stanford, the major
form of lease transaction in the Stanford Research Park
is some form of sublease. When leasing space in the
Stanford Research park, please bear in mind that SMC
must give its consent before any such lease in the
Stanford Research Park becomes effective.
Additionally, m:my leases in the Stanford Research Park
have restrictive use clauses which prohibit certain (and
sometimes many) uses. When taking a listing on Stan-
ford Research Park space, please make sure you are
familiar with any use restrictions stipulated by the lease
(see following section on Use Cia lIse Exceptions).
Once you have found a potential sublessee acceptable
to SMC, you should let SMC know that you are approach-
ing executing a deal. SMC will then prepare a sublease
consent.
You should allow up to two weeks for a standard lease
apprO\:;J.l.
Use Clause Exceptions
Background
Since its origin in the 19505, the Stanford Research Park
has been built upon the cultivation of high tech compa-
nies whose R&D efforts were synergistic with academic
and research programs at Stanford. Today, the P-ark is rec·
ognized as one ofthe world's preeminent research parks
based on its size and concentration of leading high tech
companies engaged in clltting edge research and devel-
opment.
Lease clauses restricting use of Research Park lands for
R&D related purposes were included in many leases to
ensure that the tie-in with academic objectives was cul-
tivated and maintained throughout the Park. As the
Park grew and a concentration of high tech activiry de-
veloped, a few land leases were executed without R&D
restrictions to allow uses which support the R&D
core (often in exchange for a higher return to the
University).
The Research Park is now a community of some 23,000
employees, predominantly engaged in R&D activiites.
Over the years, the use clause restrictions have had the
desired effect of attracting Park tenants who are focused
on technology and who often have interactive relation-
ships with research and other academic endeavors at
Stanford. In fact, only about 10% of the Park's 10 million
square feet is currently occupied by non-R&D related
companies. This ratio is no longer adequate to provide
the professional and other services needed to support
the Park community.
In light of this need, it now makes sense for the Univer-
sity to consider making specific changes in restrictive
----use clauses, on a case by case basis, to enhance the
Park's overall attractiveness for current and prospective
R&D tenants. However, consistent with the strategic plan
for the Park, R&D tenants would not be allowed to fall
below 75% of total Park tenancies.
Purpose of Guidelines
The purpose of these guidelines is to establish criteria
under which use clause exceptions may be allowed and
to define the process tenants shOUld follow when request-
ing exceptions. These guidelines reflect the current policy
of Stanford Management Company which reserves the
right to change these guidelines at any time and in any
manner. in its sole discretion.These guidelines do not con-
stitute ;J. waiver of Stanford's rights to strictly enforce
restrictive use clauses in Research Park leases.
Criteria for Use Clause Exception Requests
The determination to either grant or deny a use clause
exception request to accommodate non-R&D use wiIJ
be generally based upon the ability of the prospective
, non-R&D tenant to fit at least two of the following crite-
ria.The prospective tenant:
• provides essential services to R&D tenants in
the Park
• has synergy with the University through an
existing or potential relationship
• is a leading firm in its field
Review Process
To request a use clause change, lessees must send a
written request to the Manager ofthe Stanford Research
Park detailing the following information:
• Jessee's name and building address
• square footage and lease term desired for prospective
tenant
• complete information about the prospective tenant
and its business which addresses the criteria outlined
above
This request would then be submitted to the Use Clause
Exception ReView Committee for review. The Com-
mittee will include the Chief Executive Officer of
Stanford Management Company, the Execlltive Vice Presi-
dent for Real Estate, one Managing Director of Real Estate
and the Dean of Research for the University (or his des-
ignee). A deciSion may be made by the Committee if
three of the four members are available to vote.The Com-
mittee will determine whether to grant the request based
on its review of the information in light of the criteria
outlined above and its professional judgment as to
whether granting such a request would be in the best
interests of the Park and the University. Decisions will
be made by the Committee, in its sole discretion, taking
into account the needs of the Stanford Research Park,
the University and the market.
Should a request for a use clause exception be submit-
ted which does not meet the necessary criteria, but the
Committee still believes the proposed change would be
in the Park's best interests, the decision of whether to
grant such an exception can be made fmaUy by the Board
of Directors of The Stanford Management Company.
Stanford or Stanford affiliated use is deemed acceptable
for any Park leasehold, regardless of use clause restric-
tions, and thus not subject to these guidelines,
Use Clause Exceptions -Parameters
If granted, use clause exceptions will be narrowly de-
fined to include:
• specific space
• square footage
• lease term
• approved tenancy
Any subleasing by the non-R&D subtenant would require
the master lessee to submit such sublease, with the use
clause exception request, to Stanford for approval.
Rental Income
In consideration for any grant of a use clause exception,
the master lessee will pay additional rent In the amount
of 17% of the gross rental income received from the
approved sub-tenant. The fee will be paid on a quar-
terly basis for the duration of the approved term.
Contractors: Notice
Requirements
Contractors doing business in the Stanford Research Park
should be aware that the University is not liable for any
work or materials ordered by its lessees or tenants in
the Stanford Research Park. Prior to commencing any
job in the Stanford Research Park you must give SMC at
least 10 days notice in order for SMC to post and record
a notice of nonresponsibiliry.
You must also observe all safety regulations and reqUire-
ments of all applicable jurisdictions,
Access
Often lessees need access to other parts of University
land for utility lines, environmental investigation, or
15
16
remediation work or other purposes. Whenever such
a need arises for you, make the request through SMC,
. providing a written description of the Work and map iden-
tifying locations as needed. If the request for access is
acceptable to the University and any other affected
lessee or landowner, SMC will draft the applicable docu-
mentation and work with you and any other party affected
to facilitate your needs. Please be aware that these docl.]-
ments can require lengthy discllssions,so please approach
SMC with your request at the earliest possible date.
Stanford Contacts
. Stanford Management Company (SMC)
Susan Meaney, Manager, Stanford Research Park
2770 Sand Hill Road
Menlo Park, CA 94025
teL (415) 926-0211
fax (415) 854-9268
Leonie Batkin, Manager, Lands Management
(plan Reviews)
2770 Sand Hill Road
Menlo Park, CA 94025
tel. (415) 926-0225
fax (415)854-9268
When to call: Any question regarding lease, building and
landscape design review, leasemodlfication,-
assigrunents, reflnancing, use, or development.
Environmental Management
Paula Kakimoto, Manager
Environmental Management
2770 Sand Hill Road
Menlo Park, CA 94025
tel. (41;) 926-0224
fax (415)8;4-9268
When to call: Any question regarding investigation or
remediation of hazardous materials contamination.
Any emergency concerning hazardous materials. Any
occurrence or discovery of hazardous materials
contamination.
Revision date: 11/96